ACHIEVEMENT FUNDS TRUST, 485BPOS, 1998-05-29

ACHIEVEMENT FUNDS TRUST
485BPOS, 1998-05-29

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 29, 1998
Registration Nos. 33-26205/811-5712

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
----
Pre-Effective Amendment No. ___

Post-Effective Amendment No. 14 X
---- ----

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
----
Amendment No. 15
----

(Check appropriate box or boxes.)

THE ACHIEVEMENT FUNDS TRUST
-------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)

Oaks, Pennsylvania 19456
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (610) 676-1000
--------------

CT Corporation
2 Oliver Street, Boston, MA 02109
---------------------------------------
(Name and Address of Agent for Service)

Copy to:

<TABLE>
<S> <C>
Thomas H. Duncan, Esq. Lynda J. Striegal, Esq.
Ballard Spahr Andrews & Ingersoll, LLP SEI Investments Company
1225 17th Street, Suite 2300 Oaks, PA 19456
Denver, CO 80202
</TABLE>

<TABLE>
<S> <C>
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement
</TABLE>
It is proposed that this filing will become effective (check appropriate box)

X immediately upon filing pursuant to paragraph (b)
-----
on (Date) pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(i)
-----
on (Date) pursuant to paragraph (a)(i)
-----
75 days after filing pursuant to paragraph (a)(ii)
-----
on (Date) pursuant to paragraph (a)(ii) of Rule 485
-----

The title of the securities being registered is Institution Class and Retail
Class A shares of the Registrant's Equity Fund, Balanced Fund, Intermediate
Term Bond Fund, Short Term Bond Fund, Municipal Bond Fund, Short Term Municipal
Bond Fund, and Idaho Municipal Bond Fund and Retail Class B shares of the
Registrant's Equity Fund, Balanced Fund, Municipal Bond Fund and Idaho
Municipal Bond Fund.

<PAGE> 2

THE ACHIEVEMENT FUNDS TRUST
Registration Statement on Form N-1A
CROSS REFERENCE SHEET

NOTE: The Registrant currently offers shares of seven investment
portfolios, the Equity Fund, Balanced Fund, Intermediate Term Bond
Fund, Short Term Bond Fund, Municipal Bond Fund, Short Term Municipal
Bond Fund and Idaho Municipal Bond Fund. Each portfolio is comprised
of two classes of shares, the Institutional shares and the Retail
Class A shares. The Equity Fund, Balanced Fund, Municipal Bond Fund
and Idaho Municipal Bond Fund also offer Class B Shares. This
Registration Statement contains separate prospectuses for the Retail
Class Shares and the Institutional Class Shares, a combined Statement
of Additional Information and Part C.

I. Institutional Shares

Part A - Prospectus

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<CAPTION>
Item No. Location
- -------- --------
<S> <C>
1. Cover Page Cover Page

2. Synopsis Summary; Expense Summary

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant Cover Page; The Trust; Investment Objectives
and Policies; Investment Limitations;
Fundamental Policies; Description of Certain
Permitted Investments

5. Management of the Fund Summary; Expense Summary; Adviser;
Administrator; Distributor; Transfer Agent;
General Information - The Trust, - Trustees of
the Trust, - Voting Rights, - Custodian

6. Capital Stock and Other Securities Taxes; General Information - The Trust,
- Dividends

7. Purchase of Securities Being Offered Purchase, Exchange and Redemption of Shares

8. Redemption or Repurchase Purchase, Exchange and Redemption of Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

Part B - Statement of Additional Information

<TABLE>
<CAPTION>
Item No. Location
- -------- --------
<S> <C> <C>
10. Cover Page Cover Page
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Form N-1A
Item Number Location
----------- --------
<S> <C> <C>
11. Table of Contents Table of Contents

12. General Information and History The Trust and Description of Shares

13. Investment Objectives and Policies Description of Permitted Investments;
Investment Policies and Limitations

14. Management of the Registrant Trustees and Officers of the Trust; Limitation
of Trustee's Liability

15. Control Persons and Principal Holders Control Persons and Principal Holders of
Securities

16. Investment Advisory and Other Services The Advisor; The Administrator; Distribution

17. Brokerage Allocation Portfolio Transactions

18. Capital Stock and Other Securities The Trust and Description of Shares

19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares;
Securities Being Offered Determination of Net Asset Value

20. Tax Status Taxes

21. Underwriters Distribution

22. Calculation of Performance Data Performance

23. Financial Statements Financial Statements
</TABLE>

Part C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

II. Retail Class Shares

Part A - Prospectus

<TABLE>
<CAPTION>
Item No. Location
- -------- --------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Summary; Expense Summary

3. Condensed Financial Information Financial Highlights
</TABLE>

2
<PAGE> 4

<TABLE>
<CAPTION>
Form N-1A
Item Number Location
- ----------- --------
<S> <C>
4. General Description of Registrant Cover Page; The Trust; Investment Objectives
and Policies; Investment Limitations;
Fundamental Policies; Description of Certain
Permitted Investments

5. Management of the Fund Summary; Expense Summary; Adviser;
Administrator; Distributor; Transfer Agent;
General Information - The Trust, - Trustees of
the Trust, - Voting Rights, - Custodian

6. Capital Stock and Other Securities Taxes; General Information - The Trust,
- Dividends

7. Purchase of Securities Being Offered Purchase, Exchange and Redemption of Shares

8. Redemption or Repurchase Purchase, Exchange and Redemption of Shares

9. Pending Legal Proceedings Not Applicable

Part B - Statement of Additional Information

Item No. Location
- -------- --------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History The Trust and Description of Shares

13. Investment Objectives and Policies Description of Permitted Investments;
Investment Policies and Limitations

14. Management of the Registrant Trustees and Officers of the Trust; Limitation
of Trustee's Liability

15. Control Persons and Principal Holders Control Persons and Principal Holders of
Securities

16. Investment Advisory and Other Services The Advisor; The Administrator; Distribution

17. Brokerage Allocation Portfolio Transactions

18. Capital Stock and Other Securities The Trust and Description of Shares

19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares;
</TABLE>

3
<PAGE> 5

<TABLE>
<CAPTION>
Form N-1A
Item Number Location
----------- --------
<S> <C> <C>
Securities Being Offered Determination of Net Asset Value

20. Tax Status Taxes

21. Underwriters Distribution

22. Calculation of Performance Data Performance

23. Financial Statements Financial Statements
</TABLE>

V. All Classes and Series of Registrant

Part C

Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C to this Registration
Statement.

4
<PAGE> 6

THE ACHIEVEMENT FUNDS TRUST

-- EQUITY FUND
-- BALANCED FUND
-- INTERMEDIATE TERM BOND FUND
-- SHORT TERM BOND FUND
-- MUNICIPAL BOND FUND
-- SHORT TERM MUNICIPAL BOND FUND
-- IDAHO MUNICIPAL BOND FUND

THE ACHIEVEMENT FUNDS TRUST (the "Trust") is a mutual fund that offers separate
classes of shares of beneficial interest in the seven portfolios listed above
(the "Portfolios"). This Prospectus relates solely to the Institutional class of
shares of the Portfolios (the "shares") which are designed to offer financial
institutions ("shareholders") a convenient means of investing their own funds or
funds for which they act in a fiduciary, agency or custodial capacity in one or
more professionally managed portfolios of securities. Each Portfolio also offers
Retail Class A shares that differ from the Institutional shares with respect to
distribution costs, sales charges and dividends. The Equity Fund, Balanced Fund,
Municipal Bond Fund and Idaho Municipal Bond Fund also offer Retail Class B
shares that differ from the Institutional and Retail Class A shares with respect
to distribution costs, sales charges and dividends.

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, INCLUDING ANY OF THE FIRST SECURITY BANKS OR ANY OF
THEIR AFFILIATES OR CORRESPONDENTS. THE TRUST'S SHARES ARE NOT FEDERALLY
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

This Prospectus sets forth concisely the basic information about the Trust and
each Portfolio that a prospective investor should know before investing.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated June 1, 1998 has been
filed with the Securities and Exchange Commission (the "SEC") and is available
without charge through the Distributor, SEI Investments Distribution Co., by
written request addressed to the Distributor at Oaks, PA 19456 or by calling
1-800-472-0577. The SEC maintains a Web site (http://www.sec.gov) that contains
the Statement of Additional Information, material incorporated by reference and
other information regarding registrants that file electronically with the SEC.
The Statement of Additional Information is incorporated into this Prospectus by
reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

JUNE 1, 1998

<PAGE> 7

SUMMARY

The Achievement Funds Trust (the "Trust") is an open-end management investment
company which offers shares of beneficial interest to provide a convenient way
to invest in professionally managed portfolios of securities. This Summary
provides basic information about the Institutional class of shares of Trust's
Equity Fund, Balanced Fund, Intermediate Term Bond Fund, Short Term Bond Fund,
Municipal Bond Fund, Short Term Municipal Bond Fund and Idaho Municipal Bond
Fund (each a "Portfolio" and collectively the "Portfolios"). Each of the
Portfolios is diversified, except for the Idaho Municipal Bond Fund, which is a
non-diversified portfolio of securities.

INVESTMENT OBJECTIVES OF THE PORTFOLIOS

The EQUITY FUND seeks to provide long-term capital appreciation with current
income as a secondary consideration in selecting portfolio securities. The
BALANCED FUND seeks to provide a total return (both income and capital
appreciation) consistent with prudent investment risk. The INTERMEDIATE TERM
BOND FUND seeks income consistent with prudent investment risk and maintenance
of appropriate liquidity. The SHORT TERM BOND FUND seeks to preserve principal
value and maintain a high degree of liquidity while providing current income.
The MUNICIPAL BOND FUND seeks to provide as high a level of current income that
is exempt from Federal income tax as is consistent with preservation of capital.
The SHORT TERM MUNICIPAL BOND FUND seeks to provide as high a level of current
income that is exempt from Federal income tax as is consistent with preservation
of capital. The IDAHO MUNICIPAL BOND FUND seeks to provide as high a level of
current income exempt from Federal and Idaho state income taxes as is consistent
with the preservation of capital. There is no assurance that any Portfolio will
meet its investment objective. See "INVESTMENT OBJECTIVES AND POLICIES" and
"DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS."

RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS

The net asset value of the shares of the Portfolios will fluctuate with changes
in the prices of their underlying portfolio securities. Values of fixed income
securities and, correspondingly, share prices of Portfolios that invest in such
securities will tend to vary inversely with interest rates and may be affected
by other market and economic factors as well. Common stocks in which the Equity
Fund and the Balanced Fund invest may be more volatile and may fluctuate in
value more than other types of investments. The Idaho Municipal Bond Fund is a
non-diversified portfolio that invests primarily in Idaho Municipal Securities.
There are other risks associated with the ownership of shares of a mutual fund.
See "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS."

THE ADVISER

First Security Investment Management, Inc. serves as investment adviser (the
"Adviser") to the Portfolios. See "THE ADVISER."

THE ADMINISTRATOR

SEI Fund Resources serves as administrator of the Trust. See "THE
ADMINISTRATOR."
<PAGE> 8

THE TRANSFER AGENT

DST Systems, Inc. serves as transfer agent and dividend disbursing agent for the
Trust. See "GENERAL INFORMATION--Transfer Agent."

THE DISTRIBUTOR

SEI Investments Distribution Co. serves as distributor of the Trust's shares.
See "THE DISTRIBUTOR."

THE CUSTODIAN

CoreStates Bank, N.A., serves as custodian for the cash, securities and other
assets of the Trust. See "GENERAL INFORMATION--Custodian."

PURCHASE, EXCHANGE OR REDEMPTION OF SHARES

Purchases, exchanges or redemptions of shares may be made on any day during
which the New York Stock Exchange is open for business (a "Business Day"). A
purchase, exchange or redemption order must be placed with the Distributor and
will be executed at a per share price equal to the net asset value per share
next determined after the receipt of the purchase, exchange or redemption order.
Orders must be placed prior to 4:00 p.m. Eastern time for the order to be
effective on that day. The minimum initial investment is $500,000, which may be
waived by the Distributor. There is no minimum amount for subsequent purchases
of shares. Net asset value is determined as of the close of regular trading on
the New York Stock Exchange (presently 4:00 p.m. Eastern time) on each Business
Day. See "PURCHASE AND REDEMPTION OF SHARES."

PAYMENT OF DIVIDENDS

Substantially all of the net investment income (exclusive of capital gains) of
each Portfolio is distributed in the form of periodic dividends. Any net capital
gain is distributed at least annually. Distributions are paid in cash unless the
shareholder elects to take payment in another form. See "GENERAL
INFORMATION--Dividends."
<PAGE> 9

ANNUAL OPERATING EXPENSES
(as a % of net assets)

The following table summarizes the expenses incurred by the Portfolios based on
the Trust's most recent fiscal year.

<TABLE>
<CAPTION>
SHORT IDAHO
INTERMEDIATE TERM MUNICIPAL
EQUITY BALANCED TERM SHORT TERM MUNICIPAL MUNICIPAL BOND
FUND FUND BOND FUND BOND FUND BOND FUND BOND FUND FUND
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fees (after
waivers)(1)............. .64% .61% .48% .40% .30% .60% .57%
Other Expenses(2)......... .26% .29% .27% .35% .45% .15% .18%
- --------------------------------------------------------------------------------------------------------------
Total Fund Operating
Expenses
(after waivers)(3)...... .90% .90% .75% .75% .75% .75% .75%
==============================================================================================================
</TABLE>

(1) The Trust's investment adviser (the "Adviser") has agreed to waive, on a
voluntary basis, a portion of its fee, and the management fee shown reflects
that voluntary waiver. The Adviser reserves the right to terminate its fee
waiver at any time at its sole discretion without notice to current or
prospective shareholders. Absent such fee waiver, the management fee would
be 0.74% for the Equity Fund and the Balanced Fund, and 0.60% for the
Intermediate Term Bond Fund, the Short Term Bond Fund, the Municipal Bond
Fund, the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund.
(2) Other Expenses of the Portfolios include all expenses except nonrecurring
account fees, brokerage commissions and other capital items and management
fees. Although no fee is imposed in connection with share redemptions, a $15
fee is charged in connection with a wire transfer of redemption proceeds.
The Trust's administrator (the "Administrator") has agreed to waive, on a
voluntary basis, a portion of its fee chargeable to the Short Term Municipal
Bond Fund and the Idaho Municipal Bond Fund, and the administration fee
shown for those Portfolios reflects that voluntary fee waiver. The
Administrator reserves the right to terminate its fee waiver at any time at
its sole discretion without notice to current or prospective shareholders.
Absent such fee waiver, the annual administration fee would be the greater
of 0.20% of net assets or $100,000 for the Short Term Municipal Bond Fund
and the Idaho Municipal Bond Fund.

(3) Absent the voluntary fee waivers described above, total estimated operating
expenses for the Institutional shares of the Portfolios stated as a
percentage of net assets would be as follows: the Equity Fund--1.00%; the
Balanced Fund--1.02%; the Intermediate Term Bond Fund--0.87%; the Short Term
Bond Fund--0.95%; the Municipal Bond Fund 1.05%; the Short Term Municipal
Bond Fund--1.06%; the Idaho Municipal Bond Fund--0.86%.

EXAMPLE

The following example assumes that all dividends and distributions are
reinvested and that the percentage totals listed under "Annual Operating
Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming a 5% annual
return and redemption at the end of each time period:
Equity Fund............................................. $9 $29 $50 $111
Balanced Fund........................................... 9 29 50 111
Intermediate Term Bond Fund............................. 8 24 42 93
Short Term Bond Fund.................................... 8 24 42 93
Municipal Bond Fund..................................... 8 24 42 93
Short Term Municipal Bond Fund.......................... 8 24 42 93
Idaho Municipal Bond Fund............................... 8 24 42 93
=======================================================================================================
</TABLE>

The Annual Operating Expenses and Example presented above are designed to assist
an investor in understanding the various costs and expenses that an investor in
a Portfolio will bear directly or indirectly. For more complete descriptions of
the various costs and expenses, see "THE ADVISER" and "THE DISTRIBUTOR" in this
Prospectus. The information set forth in the Annual Operating Expenses and
Example relates only to the Institutional shares. Each Portfolio also offers
Retail Class A shares, and the Equity Fund, Balanced Fund, Municipal Bond Fund
and Idaho Municipal Bond Fund offer Retail Class B shares, which are subject to
the same expenses except that Retail Class A shares and Retail Class B shares
bear additional distribution costs and sales charges.

<PAGE> 10

FINANCIAL HIGHLIGHTS

Shown below are per share data, ratios and supplemental data for the Trust's
fiscal year ended January 31, 1998. The financial information, for a share
outstanding for the year ended January 31, 1998, has been audited by Deloitte &
Touche LLP, independent accountants, whose report thereon was unqualified. This
information should be read in conjunction with the Trust's financial statements
and notes thereto. The Trust's financial statements for the year ended January
31, 1998, appear, along with the report of Deloitte & Touche LLP, in the Trust's
1998 Annual Report to shareholders. Additional performance information is set
forth in the 1998 Annual Report to shareholders and is available upon request
and without charge by calling 1-800-472-0577.

For a Share Outstanding Throughout the Year or Period

<TABLE>
<CAPTION>
REALIZED AND
NET ASSET DIVIDENDS UNREALIZED
VALUE, NET FROM NET DISTRIBUTIONS GAINS NET ASSET
BEGINNING INVESTMENT INVESTMENT FROM CAPITAL (LOSSES) ON VALUE, END TOTAL
OF PERIOD INCOME INCOME GAINS INVESTMENTS OF PERIOD RETURN
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
For the years ended
January 31, 1998...................... $14.03 0.10 (0.10) (1.68) 2.99 $15.34 22.14%
January 31, 1997...................... $12.64 0.11 (0.11) (0.94) 2.33 $14.03 20.00%
January 31, 1996...................... $10.24 0.17 (0.17) (0.72) 3.12 $12.64 32.55%
For the period ended
January 31, 1995(1)**................. $10.00 0.01 -- -- 0.23 $10.24 2.40%*
BALANCED FUND
For the years ended January 31, 1998... $12.01 0.32 (0.30) (0.64) 1.71 $13.10 17.28%
January 31, 1997...................... $11.79 0.34 (0.35) (0.78) 1.01 $12.01 12.03%
January 31, 1996...................... $10.20 0.39 (0.39) (0.42) 2.01 $11.79 24.15%
For the period ended January 31,
1995(1)**............................. $10.00 0.04 -- -- 0.16 $10.20 2.00%*
INTERMEDIATE TERM BOND FUND
For the years ended January 31, 1998... $10.37 0.62 (0.62) -- 0.26 $10.63 8.82%
January 31, 1997...................... $10.79 0.62 (0.62) -- (0.42) $10.37 2.06%
January 31, 1996...................... $10.09 0.71 (0.70) -- 0.69 $10.79 13.62%
For the period ended January 31,
1995(1)**............................. $10.00 0.05 (0.06) -- 0.10 $10.09 1.54%*
SHORT TERM BOND FUND
For the years ended January 31, 1998... $10.01 0.57 (0.57) -- 0.04 $10.05 6.25%
January 31, 1997...................... $10.18 0.60 (0.60) -- (0.17) $10.01 4.40%
January 31, 1996...................... $10.02 0.67 (0.65) 0.14 $10.18 7.80%
For the period ended January 31,
1995(1)**............................. $10.00 0.04 (0.06) -- 0.04 $10.02 0.79%*
SHORT TERM MUNICIPAL BOND FUND
For the years ended January 31, 1998... $10.08 0.37 (0.38) (0.07) 0.05 $10.05 4.38%
January 31, 1997...................... $10.23 0.39 (0.39) (0.07) (0.08) $10.08 3.03%
January 31, 1996...................... $10.01 0.43 (0.42) (0.05) 0.26 $10.23 6.71%
For the period ended January 31,
1995(1)**............................. $10.00 0.03 (0.03) -- 0.01 $10.01 0.43%*
IDAHO MUNICIPAL BOND FUND
For the years ended January 31, 1998... $10.41 0.47 (0.47) (0.04) 0.45 $10.82 9.06%
January 31, 1997...................... $10.80 0.46 (0.46) (0.06) (0.33) $10.41 1.31%
January 31, 1996...................... $10.13 0.52 (0.51) (0.12) 0.78 $10.80 12.68%
For the period ended January 31,
1995(1)**............................. $10.00 0.04 (0.04) -- 0.13 $10.13 1.74%*
MUNICIPAL BOND FUND
For the period ended January 31,
1998.................................. $10.02 0.48 (0.48) (0.12) 0.48 $10.38 9.90%
January 31, 1997(2)**................. $10.00 0.12 (0.12) -- 0.02 $10.02 1.34%*
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Returns are for the period indicated and have not been annualized.
** Ratios for the period have been annualized.
(1) Commenced operations on December 28, 1994.
(2) Commenced operations on November 1, 1996.

(3) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.

<PAGE> 11

FINANCIAL HIGHLIGHTS (Continued)

<TABLE>
<CAPTION>
RATIO OF RATIO OF RATIO OF
NET EXPENSES TO NET NET INCOME
ASSETS, RATIO OF AVERAGE NET INCOME TO TO AVERAGE
END OF EXPENSES ASSETS AVERAGE NET ASSETS PORTFOLIO AVERAGE
PERIOD TO AVERAGE (EXCLUDING NET (EXCLUDING TURNOVER COMMISSION
(000) NET ASSETS WAIVERS) ASSETS WAIVERS) RATE RATE(3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
For the years ended January 31,
1998............................ $195,500 0.90% 1.00% 0.63% 0.53% 36.68% $0.0603
January 31, 1997................ $177,234 0.90% 1.07% 0.81% 0.64% 97.14% $0.0603
January 31, 1996................ $$150,957 0.90% 1.14% 1.43% 1.19% 103.85% N/A
For the period ended January 31,
1995(1)**....................... $ 97,052 0.90% 1.26% 1.22% 0.86% 6.03% N/A
BALANCED FUND
For the years ended January 31,
1998............................ $175,751 0.90% 1.02% 2.49% 2.37% 30.91% $0.0600
January 31, 1997................ $156,315 0.90% 1.07% 2.90% 2.73% 68.11% $0.0601
January 31, 1996................ $$147,357 0.90% 1.14% 3.48% 3.24% 59.74% N/A
For the period ended January 31,
1995(1)**....................... $112,896 0.90% 1.26% 3.61% 3.25% 1.70% N/A
INTERMEDIATE TERM BOND FUND
For the years ended January 31,
1998............................ $161,742 0.75% 0.87% 5.99% 5.87% 20.91% N/A
January 31, 1997................ $134,645 0.75% 0.95% 6.02% 5.82% 21.23% N/A
January 31, 1996................ $115,307 0.75% 1.02% 6.14% 5.87% 85.16% N/A
For the period ended January 31,
1995(1)**....................... $ 65,633 0.75% 1.13% 5.60% 5.22% 10.57% N/A
SHORT TERM BOND FUND
For the years ended January 31,
1998............................ $ 50,853 0.75% 0.95% 5.68% 5.48% 48.90% N/A
January 31, 1997................ $ 65,328 0.75% 0.96% 6.00% 5.79% 40.80% N/A
January 31, 1996................ $ 75,632 0.75% 0.99% 6.11% 5.87% 83.64% N/A
For the period ended January 31,
1995(1)**....................... $ 70,380 0.75% 1.13% 4.21% 3.83% 11.95% N/A
SHORT TERM MUNICIPAL BOND FUND
For the years ended January 31,
1998............................ $ 15,626 0.75% 1.34% 3.74% 3.15% 64.76% N/A
January 31, 1997................ $ 21,846 0.75% 1.26% 3.79% 3.28% 41.11% N/A
January 31, 1996................ $ 31,304 0.75% 1.30% 3.88% 3.33% 114.09% N/A
For the period ended January 31,
1995(1)**....................... $ 33,682 0.75% 1.26% 3.67% 3.16% 11.80% N/A
IDAHO MUNICIPAL BOND FUND
For the years ended January 31,
1998............................ $ 26,093 0.75% 1.10% 4.47% 4.12% 17.64% N/A
January 31, 1997................ $ 27,487 0.75% 1.24% 4.40% 3.91% 29.13% N/A
January 31, 1996................ $ 25,873 0.75% 1.35% 4.52% 3.92% 58.94% N/A
For the period ended January 31,
1995(1)**....................... $ 25,894 0.75% 1.38% 4.21% 3.58% 5.66% N/A
MUNICIPAL BOND FUND
For the period ended January 31,
1998............................ $ 63,028 0.75% 1.05% 4.72% 4.42% 93.18% N/A
January 31, 1997(2)**........... $ 53,067 0.75% 1.07% 4.58% 4.26% 19.21% N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(3) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.

<PAGE> 12

THE TRUST

THE ACHIEVEMENT FUNDS TRUST (the "Trust") is an open-end series management
investment company that offers shares of beneficial interest in the following
investment portfolios: Equity Fund, Balanced Fund, Intermediate Term Bond Fund,
Short Term Bond Fund, Municipal Bond Fund, Short Term Municipal Bond Fund and
Idaho Municipal Bond Fund. Each of the Equity Fund, Balanced Fund, Municipal
Bond Fund and Idaho Municipal Bond Fund are divided into three classes of
shares, Institutional, Retail Class A and Retail Class B. The Trust's
Intermediate Term Bond Fund, Short Term Bond Fund and Short Term Municipal Bond
Fund are divided into two classes of shares, Institutional and Retail Class A.
This Prospectus offers the Institutional shares (the "shares") of the Trust's
Equity Fund, Balanced Fund, Intermediate Term Bond Fund, Short Term Bond Fund,
Municipal Bond Fund, Short Term Municipal Bond Fund and Idaho Municipal Bond
Fund. Institutional shares of the Portfolios differ from the Retail Shares with
respect to distribution costs, sales charges and dividends, and are only
available for purchase by financial institutions investing their own funds or
funds for which they act as a fiduciary, agent or custodial capacity. Retail
Class A shares differ from the Class B shares with respect to the distribution
costs and sales charges. Each of the Portfolios is diversified, except for the
Idaho Municipal Bond Fund which is a non-diversified portfolio. Additional
information pertaining to the Trust may be obtained by writing to SEI
Investments Distribution Co., PA 19456 or by calling 1-800-472-0577.

INVESTMENT OBJECTIVES AND POLICIES

EQUITY FUND

INVESTMENT OBJECTIVE

The Equity Fund seeks to provide long-term capital appreciation with current
income as a secondary consideration in selecting portfolio securities.

INVESTMENT POLICIES

Under normal market conditions, the Equity Fund invests in a diversified
portfolio of common stocks (including American Depository Receipts ("ADRs") and
securities convertible into or exchangeable for common stock) traded on U.S.
national securities exchanges (including NASDAQ). The Adviser selects securities
for the Equity Fund using an investment strategy often characterized as "Growth
at a Price." Under this strategy, the Adviser purchases for the Equity Fund
securities of companies that have experienced growth in earnings provided that
the securities appear attractively priced based on proprietary valuation
methods. Generally, the Equity Fund will purchase securities of companies with
mid to large size market capitalization (over $100 million). If the Trust's
Adviser believes, however, that the securities of a company with a smaller
market capitalization have an attractive value, it may purchase such securities
for the Portfolio. Under normal conditions, the Equity Fund will invest at least
80% of its total assets in common stocks. The Equity Fund will not invest more
than 20% of its total assets in securities convertible into or exchangeable for
common stock. The Equity Fund may invest only in convertible debentures that
have received a rating of A or higher by Standard & Poor's Corporation ("S&P")
or A or higher by Moody's Investors Service ("Moody's") or are determined to be
of comparable quality by the Adviser at time of purchase.

The Equity Fund may purchase securities on a "when-issued" basis, may engage in
securities repurchase transactions and may borrow money in aggregate amounts not
in excess of 5% of its total assets. The Equity Fund may also write (sell)
covered call options.

In addition, under normal market conditions, the Equity Fund may invest up to
10% of its total assets in money market and U.S. equity index mutual funds.

For additional information regarding risks and permitted investments of the
Equity Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN
<PAGE> 13

PERMITTED INVESTMENTS." For a description of ratings, see the "APPENDIX."

BALANCED FUND

INVESTMENT OBJECTIVE

The Balanced Fund seeks to provide total return (both income and capital
appreciation) consistent with prudent investment risk.

INVESTMENT POLICIES

The Balanced Fund invests in a combination of equity and fixed income securities
and money market instruments. The Balanced Fund seeks total return in all market
conditions, with a special emphasis on minimizing declines in net asset value
during falling equity markets. The Balanced Fund invests primarily in equity
securities, intermediate maturity fixed income securities and money market
instruments.

Under normal market conditions, the Balanced Fund invests between 30-70% of its
total assets in a diversified portfolio of common stocks (including ADRs and
securities convertible into or exchangeable for common stock) traded on U.S.
national securities exchanges (including NASDAQ). The Adviser selects securities
for the Balanced Fund using an investment strategy often characterized as
"Growth at a Price." Under this strategy, the Adviser purchases for the Balanced
Fund securities of companies that have experienced growth in earnings provided
that the securities appear attractively priced based on proprietary valuation
methods. Generally, the Balanced Fund will purchase securities of companies with
mid to large size market capitalization (over $100 million). If the Adviser
believes, however, that the securities of a company with a smaller market
capitalization have an attractive value, it may purchase such securities for the
Portfolio. The Balanced Fund will not invest more than 20% of its total assets
in securities convertible into or exchangeable for common stock. It is currently
anticipated that the Balanced Fund will invest on the average over time
approximately 60% of its total assets in the foregoing types of securities.

The Balanced Fund will, under normal market conditions, invest a minimum of 25%
of its total assets in fixed income securities, obligations issued by the U.S.
Government and its agencies and instrumentalities, zero coupon receipts
involving U.S. Treasury obligations and corporate bonds and debentures,
asset-backed securities, floating or variable rate corporate notes and Yankee
Bonds. The Portfolio may also invest in mortgage-backed securities (including
collateralized mortgage obligations), which are securities issued by government
sponsored entities, such as the Government National Mortgage Association, or by
private issuers that entitle the holder to a share of all interest and principal
payments from a pool of mortgage loans underlying the security. The Portfolio's
investment in mortgage-backed securities, asset-backed securities, floating or
variable rate corporate notes and Yankee Bonds will not exceed 40% of the fixed
income portion of the Portfolio. The fixed income securities held by the
Balanced Fund will have an aggregate average weighted maturity of three to ten
years.

All of the fixed income securities and any convertible securities purchased by
the Balanced Fund will be rated BBB or higher by S&P or Baa or higher by Moody's
at the time of purchase, or will be determined to be of comparable quality by
the Adviser at the time of purchase, provided, however, that not more than 20%
of the assets of the Balanced Fund that are invested in fixed income securities
and convertible securities may be invested in bonds or other securities that are
rated BBB by S&P or Baa by Moody's or are determined to be of comparable quality
by the Adviser. In the event the credit quality of bonds or other securities
purchased by the Balanced Fund declines below the applicable criteria, the
Adviser may consider selling such securities.

In addition, the Balanced Fund may invest in money market instruments, including
money market and U.S. equity index mutual funds, securities issued or guaranteed
by the United States Government and its agencies or instrumentalities,
repurchase agreements, certificates of deposit or bankers' acceptances issued
<PAGE> 14

by domestic banks or savings institutions with assets exceeding $2.5 billion at
the end of their most recent fiscal year and commercial paper rated, at the time
of purchase, in the top two categories by a national rating agency or determined
to be of comparable quality by the Adviser at time of purchase.

The Balanced Fund may purchase securities on a "when-issued" basis, may engage
in securities repurchase transactions and may borrow money in aggregate amounts
not in excess of 5% of its total assets. The Balanced Fund may also write (sell)
covered call options.

For additional information regarding risks and permitted investments of the
Balanced Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED
INVESTMENTS." For a description of ratings, see the "APPENDIX."

INTERMEDIATE TERM BOND FUND

INVESTMENT OBJECTIVE

The Intermediate Term Bond Fund seeks income consistent with prudent investment
risk and maintenance of appropriate liquidity.

INVESTMENT POLICIES

The Intermediate Term Bond Fund's permitted investments consist of the following
debt securities: fixed income securities, obligations issued by the U.S.
Government and its agencies and instrumentalities, zero coupon receipts
involving U.S. Treasury obligations and corporate bonds and debentures,
asset-backed securities, floating or variable rate corporate notes and Yankee
Bonds. The Portfolio may also invest in mortgage-backed securities (including
collateralized mortgage obligations), which are securities issued by government
sponsored entities, such as the Government National Mortgage Association, or by
private issuers that entitle the holder to a share of all interest and principal
payments from a pool of mortgage loans underlying the security. All of the
foregoing investment securities are considered by the Trust to be bonds and will
be rated BBB or higher by S&P or Baa or higher by Moody's at the time of
purchase or will be determined to be of comparable quality by the Adviser at the
time of purchase, provided, however, that the Intermediate Term Bond Fund may
not invest more than 20% of its assets in bonds that are rated BBB by S&P or Baa
by Moody's or are determined to be of comparable quality by the Adviser. In the
event the credit quality of bonds purchased by the Intermediate Term Bond Fund
declines below the applicable criteria, the Adviser may consider selling such
securities. The Portfolio's investment in mortgage-backed securities, asset-
backed securities, floating or variable rate corporate notes and Yankee Bonds
will not exceed 40% of its total assets.

In addition, the Intermediate Term Bond Fund may invest in money market
instruments, including securities issued or guaranteed by the United States
Government and its agencies or instrumentalities, repurchase agreements,
certificates of deposit or bankers' acceptances issued by domestic banks or
savings institutions with assets exceeding $2.5 billion at the end of their most
recent fiscal year and commercial paper rated, at the time of purchase, in the
top two categories by a national rating agency or determined to be of comparable
quality by the Adviser at time of purchase. The Intermediate Term Bond Fund may
also invest up to 10% of its total assets in money market mutual funds.

The Portfolio will have an aggregate average weighted maturity of three to ten
years. By so limiting the maturity of its investments, the Intermediate Term
Bond Fund's assets are expected to experience less price volatility in response
to changes in interest rates than similar securities with longer average
weighted maturities.

The Intermediate Term Bond Fund may purchase securities on a "when-issued" basis
and reserves the right to engage in transactions involving standby commitments.
The Intermediate Term Bond Fund may also borrow money in aggregate amounts not
in excess of 5% of its total assets.
<PAGE> 15

For additional information regarding risks and permitted investments of the
Intermediate Term Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN
PERMITTED INVESTMENTS." For a description of ratings, see the "APPENDIX."

SHORT TERM BOND FUND

INVESTMENT OBJECTIVE

The Short Term Bond Fund seeks to preserve principal value and maintain a high
degree of liquidity while providing current income.

INVESTMENT POLICIES

The Short Term Bond Fund's permitted investments consist of the following debt
securities: fixed income securities, obligations issued by the U.S. Government
and its agencies and instrumentalities, zero coupon receipts involving U.S.
Treasury obligations and corporate bonds and debentures, asset-backed
securities, floating or variable rate corporate notes and Yankee Bonds. The
Portfolio may also invest in mortgage-backed securities (including
collateralized mortgage obligations), which are securities issued by government
sponsored entities, such as the Government National Mortgage Association, or by
private issuers that entitle the holder to a share of all interest and principal
payments from a pool of mortgage loans underlying the security. All of the
foregoing investment securities will be rated A or higher by S&P or by Moody's
at the time of purchase or determined to be of comparable quality by the Adviser
at the time of purchase, and are considered by the Trust to be bonds. In the
event the credit quality of the bonds purchased by the Short Term Bond Fund
declines below the applicable criteria, the Adviser will consider selling such
securities. The Short Term Bond Fund's investments in mortgage-backed
securities, asset-backed securities, floating or variable rate corporate notes
and Yankee Bonds will not exceed 30% of its total assets.

In addition, the Short Term Bond Fund may invest in money market instruments,
including securities issued or guaranteed by the United States Government and
its agencies or instrumentalities, repurchase agreements, certificates of
deposit or bankers' acceptances issued by domestic banks or savings institutions
with assets exceeding $2.5 billion at the end of their most recent fiscal year
and commercial paper rated, at the time of purchase, in the top two categories
by a national rating agency or determined to be of comparable quality by the
Adviser at the time of purchase. The Short Term Bond Fund may also invest up to
10% of its total assets in money market mutual funds.

The Portfolio will have an aggregate average weighted maturity of not more than
two years and individual securities held in the Portfolio may have a maximum
maturity of three years. By so limiting the maturity of its investments, the
Short Term Bond Fund's assets are expected to experience less price volatility
in response to changes in interest rates than similar securities with longer
maturities.

The Short Term Bond Fund may purchase securities on a "when-issued" basis and
reserves the right to engage in transactions involving standby commitments. In
addition, the Short Term Bond Fund may borrow money in aggregate amounts not in
excess of 5% of its total assets.

For additional information regarding risks and permitted investments of the
Short Term Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED
INVESTMENTS." For a description of ratings, see the "APPENDIX."

MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Municipal Bond Fund seeks to provide as high a level of current income that
is exempt from Federal income tax as is consistent with preservation of capital.

INVESTMENT POLICIES

Under normal market conditions, the Municipal Bond Fund will invest at least 80%
of its assets in municipal securities the interest on which is exempt
<PAGE> 16

from Federal income taxes, based on opinions from bond counsel for the issuers.
This investment policy is a fundamental policy of the Municipal Bond Fund. The
issuers of these securities can be located in all fifty states, the District of
Columbia, Puerto Rico and other U.S. territories and possessions. The Municipal
Bond Fund will not invest more than 10% of its assets in municipal securities of
issuers located in any single state, territory or possession. Under normal
market conditions, the Municipal Bond Fund will invest at least 80% of its total
assets in securities the interest on which is not a preference item for purposes
of the alternative minimum tax. Although the Adviser intends to invest solely in
municipal securities, up to 20% of all of the assets of the Municipal Bond Fund
can be invested in U.S. Treasury obligations when suitable municipal securities
are not available.

The Municipal Bond Fund may purchase the following types of municipal
securities, but only if such securities, at the time of purchase, have the
requisite ratings set forth below or are of comparable quality as determined by
the Adviser.

(i) Municipal bonds rated BBB or better by S&P or Baa or better by Moody's.
Municipal bonds held by the Municipal Bond Fund will, on a dollar-weighted
basis, have a rating of A or better. The Municipal Bond Fund may not invest
more than 20% of its assets in municipal bonds rated BBB by S&P or Baa by
Moody's.

(ii) Municipal notes rated at least SP-1 by S&P or MIG-1 by Moody's.

(iii) Tax-exempt commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's.

(iv) Municipal lease obligations that have the ratings specified in (i)
above or that are of comparable quality as determined by the Adviser upon
consideration of relevant factors specified by the board of trustees of the
Trust (the "Trustees"), including the likelihood that the lease related to
the obligation will be cancelled or that funds will not be appropriated for
payment thereof. Municipal lease obligations that are subject to an annual
appropriation by the issuer may be purchased by the Municipal Bond Fund only
if the security in question is insured by an approved municipal insurance
company (e.g. AMBAC Indemnity Corporation, Municipal Bond Investors
Assurance Corporation, Financial Guaranty Insurance Company).

(v) Shares of mutual funds that invest primarily in municipal bonds,
municipal notes, tax-exempt commercial paper or municipal lease obligations
that have the ratings specified above. Up to 10% of the assets of the
Municipal Bond Fund may be invested in such mutual fund shares.

In the event the credit quality of municipal securities owned by the Municipal
Bond Fund declines below the applicable criteria outlined above, the Adviser may
consider selling such securities. For a description of ratings, see "Appendix."

The Municipal Bond Fund may invest in variable and floating rate obligations,
municipal zero coupon securities, may purchase securities on a "when-issued"
basis and reserves the right to engage in transactions involving standby
commitments. The Municipal Bond Fund may invest up to 15% of its assets in
liquid securities that are of comparable quality, as determined by the Adviser,
to the ratings discussed above. The Municipal Bond Fund may also borrow money in
aggregate amounts not in excess of 5% of its total assets.

For additional information regarding risks and permitted investments of the
Municipal Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED
INVESTMENTS."

SHORT TERM MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Short Term Municipal Bond Fund seeks to provide as high a level of current
income that is exempt from Federal income tax as is consistent with preservation
of capital.
<PAGE> 17

INVESTMENT POLICIES

Under normal market conditions, the Short Term Municipal Bond Fund will invest
at least 80% and up to 100% of its assets in municipal securities the interest
on which is exempt from regular Federal income taxes, based on opinions from
bond counsel for the issuers. This investment policy is a fundamental policy of
the Short Term Municipal Bond Fund. The issuers of these securities can be
located in all fifty states, the District of Columbia, Puerto Rico and other
U.S. territories and possessions. The Short Term Municipal Bond Fund will not
invest in securities the interest on which is a preference item for purposes of
the alternative minimum tax. The Short Term Municipal Bond Fund will generally
maintain a dollar-weighted average portfolio maturity of no more than three
years and an individual security maturity of no more than four years.

The Short Term Municipal Bond Fund may purchase the following types of municipal
securities, but only if such securities, at the time of purchase, have the
requisite ratings set forth below or are of comparable quality as determined by
the Adviser: (i) municipal bonds rated BBB or higher by S&P or Baa or higher by
Moody's, provided, however, that the Short Term Municipal Bond Fund may not
invest more than 20% of its assets in bonds rated BBB by S&P or Baa by Moody's;
(ii) municipal notes rated at least SP-1 by S&P or MIG-1 or VMIG-1 by Moody's;
and (iii) tax-exempt commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's. In the event the credit quality of municipal securities owned by the
Short Term Municipal Bond Fund declines below the applicable criteria outlined
above the Adviser may consider selling such securities. The Short Term Municipal
Bond Fund may also purchase other types of tax exempt instruments as long as
they are of a quality equivalent to the bond, note or commercial paper ratings
stated above, and may invest up to 10% of its total assets in tax-exempt money
market mutual funds.

The Short Term Municipal Bond Fund may invest in variable and floating rate
obligations, may purchase securities on a "when-issued" basis, and reserves the
right to engage in transactions involving standby commitments. The Short Term
Municipal Bond Fund may also borrow money in aggregate amounts not in excess of
5% of its total assets.

For additional information regarding risks and permitted investments of the
Short Term Municipal Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN
PERMITTED INVESTMENTS." For a description of ratings, see the "APPENDIX."

IDAHO MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Idaho Municipal Bond Fund seeks to provide as high a level of current income
exempt from Federal and Idaho state income taxes as is consistent with
preservation of capital.

INVESTMENT POLICIES

The Idaho Municipal Bond Fund will invest at least 65% of its total assets in
municipal securities the interest on which is exempt from Federal and Idaho
state income taxes, based upon opinions from bond counsel for the issuers. This
investment policy is a fundamental policy of the Idaho Municipal Bond Fund. The
Idaho Municipal Bond Fund may purchase the following types of municipal
securities of issuers located in Idaho, but only if such securities, at the time
of purchase, have the requisite ratings set forth below or are of comparable
quality as determined by the Adviser at the time of purchase: (i) municipal
bonds rated BBB or higher by S&P or Baa or higher by Moody's provided, however,
that the Idaho Municipal Bond Fund may not invest more than 20% of its assets in
bonds rated BBB by S&P or Baa by Moody's; (ii) municipal notes rated at least
SP-1 by S&P or MIG-1 or VMIG-1 by Moody's; and (iii) tax-exempt commercial paper
rated at least A-1 by S&P or Prime-1 by Moody's. The Adviser will consider
selling municipal securities owned by the Idaho Municipal Bond Fund for which
credit quality declines below the applicable criteria outlined above.

Fund's total assets may be invested in tax-exempt money market funds and other
municipal securities, the interest on which is exempt from Federal income taxes,
but not from Idaho income tax, based upon opinions from bond counsel for the
issuers. Such investments will be of the same credit quality discussed above.

The Idaho Municipal Bond Fund may invest in variable and floating rate
obligations, may purchase securities on a "when-issued" basis, and reserves the
right to engage in transactions involving standby commitments. The Idaho
Municipal Bond Fund may also borrow money in aggregate amounts not in excess of
5% of its total assets.

For additional information regarding risks and permitted investments of the
Idaho Municipal Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN
PERMITTED INVESTMENTS." For a description of ratings, see the "APPENDIX."

GENERAL INVESTMENT POLICIES

For temporary defensive purposes when the Adviser determines that market
conditions warrant, (i) the Equity Fund, the Balanced Fund, the Intermediate
Term Bond Fund and the Short Term Bond Fund each may invest up to 100% of its
assets in money market instruments consisting of securities issued or guaranteed
by the United States Government, its agencies or instrumentalities, repurchase
agreements, certificates of deposit and bankers' acceptances issued by domestic
banks or savings and loan associations having net assets of at least $2.5
billion as of the end of their most recent fiscal year, and commercial paper
rated, at the time of purchase, in the top two categories by a national rating
agency or determined to be of comparable quality by the Adviser at the time of
purchase, and other long- and short-term debt instruments which are rated A or
higher by S&P or Moody's at the time of purchase, and may hold a portion of its
assets in cash reserves, and (ii) the Municipal Bond Fund, Short Term Municipal
Bond Fund and Idaho Municipal Bond Fund may each invest up to 100% of its assets
in tax-exempt money market mutual funds, U.S. Treasury obligations and cash
reserves. To the extent that any Portfolio is engaged in temporary defensive
investments, it will not be pursuing its investment objective.

The Advisor expects that under normal circumstances the annual turnover rate of
the investments of the Portfolios will be less than 100%.

In placing orders for the execution of transactions in portfolio securities, it
is the Trust's policy to obtain the best net results taking into account such
factors as price, size, type and difficulty of the transaction involved, a
brokerage firm's general execution and operational facilities and the firm's
risk in positioning the securities involved. The Portfolios may execute
brokerage or other agency transactions through the Distributor or its affiliates
or through affiliates of the Adviser for a commission in conformity with the
Investment Company Act of 1940 (the "1940 Act"), the Securities Exchange Act of
1934 and rules of the SEC. The Trust will not purchase portfolio securities from
any affiliated person acting as a principal except in conformity with the
regulations of the SEC.

RISK FACTORS

EQUITY SECURITIES (EQUITY FUND AND BALANCED FUND)--Investments in common stocks
are subject to market risks which may cause their prices to fluctuate.
Accordingly, the Equity Fund and the Balanced Fund may be more suitable for
long-term investors who can bear the risk of short-term fluctuations. Changes in
the value of portfolio securities will not necessarily affect cash income
derived from those securities but will affect the net asset value of a
Portfolio's shares.

FIXED INCOME SECURITIES (BALANCED FUND, INTERMEDIATE TERM BOND FUND, SHORT TERM
BOND FUND, MUNICIPAL BOND FUND, SHORT TERM MUNICIPAL BOND FUND AND IDAHO
MUNICIPAL BOND FUND)--The market value of fixed income securities will change in
response to interest rate changes and other factors. During periods of falling
interest rates, the value of outstanding fixed income securities generally
rises. Conversely, during periods of rising interest rates, the value of such
securities generally declines. Moreover,
<PAGE> 19

while securities with longer maturities tend to produce higher yields, the
prices of longer maturity securities are also subject to greater market
fluctuations as a result of changes in interest rates. Changes by recognized
agencies in the rating of any fixed income security and in the ability of an
issuer to make payments of interest and principal also affect the value of these
investments. Changes in the value of portfolio securities will not necessarily
affect cash income derived from those securities but will affect the net asset
value of a Portfolio's shares.

RATED SECURITIES (BALANCED FUND, INTERMEDIATE TERM BOND FUND, MUNICIPAL BOND
FUND, SHORT TERM MUNICIPAL BOND FUND AND IDAHO MUNICIPAL BOND FUND)--The
Balanced Fund, the Intermediate Term Bond Fund, the Municipal Bond Fund, the
Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund may invest in
securities rated as investment grade by either S&P or Moody's. Up to 20% of the
assets of the Balanced Fund that are invested in fixed income securities and
convertible securities, and up to 20% of the assets of the Intermediate Term
Bond Fund, the Short Term Municipal Bond Fund, the Idaho Municipal Bond Fund and
Municipal Bond Fund, may be invested in bonds in the lowest investment grade
debt category (i.e., bonds rated BBB by S&P or Baa by Moody's), which have
speculative characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity on the part of the
issuer of such bonds to make principal and interest payments than is the case
with higher grade bonds. The Portfolios may retain a security which was rated as
investment grade at the time of purchase but whose rating is subsequently
downgraded below investment grade.

NON-DIVERSIFICATION (IDAHO MUNICIPAL BOND FUND)--Investment in the Idaho
Municipal Bond Fund, a non-diversified mutual fund, may entail greater risk than
would investment in a diversified investment company because the concentration
in securities of relatively few issuers could result in greater fluctuation in
the total market value of this Portfolio's holdings. Any economic, political or
regulatory developments affecting the value of the securities the Idaho
Municipal Bond Fund holds could have a greater impact on the total value of its
holdings than would be the case if the securities were diversified among more
issuers. The Idaho Municipal Bond Fund intends to comply with the
diversification requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). In accordance with these requirements, the Idaho
Municipal Bond Fund will not invest more than 5% of its total assets in any one
issuer; this limitation applies to 50% of its total assets.

COVERED CALL OPTIONS (EQUITY FUND AND BALANCED FUND)--Risks associated with
covered call option transactions include: (1) the success of a hedging strategy
may depend on an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in interest rates; (2) there
may be an imperfect correlation between the movement in prices of options and
the securities underlying them; (3) there may not be a liquid secondary market
for options; and (4) while the Portfolios will receive a premium when it writes
covered call options, they may not participate fully in a rise in the market
value of the underlying security.

IDAHO RISK FACTORS (IDAHO MUNICIPAL BOND FUND)--Certain risks are inherent in
the Idaho Municipal Bond Fund's investments in Idaho municipal securities. The
State of Idaho currently has no outstanding general obligation debt. In the
past, tax anticipation notes have been issued by the State of Idaho that are
backed by the full faith and credit of the State of Idaho. Other securities
issued by Idaho state agencies are secured only by a pledge of revenues
generated by investment of bond proceeds in assets such as low-income housing
loans or loans for the construction of hospital facilities, and of reserve funds
and other funds created from bond proceeds. Timely payment of general obligation
bonds issued by political subdivisions of the State of Idaho is dependent upon
the ability of those entities to collect anticipated tax revenues, which may be
affected by general economic conditions and political changes. Timely payment of
revenue bonds issued by political subdivisions of the State of Idaho is
dependent upon collection of revenues from
<PAGE> 20

investments made with bond proceeds. A more complete description of risks
associated with Idaho municipal securities is contained in the Statement of
Additional Information.

OTHER PERMITTED INVESTMENTS--Certain of the other investments permitted for the
Portfolios pose special risks in addition to those risks described above. See
"DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS--Repurchase Agreements," and
"--Standby Commitments," in this Prospectus and the description of permitted
investments in the Statement of Additional Information.

THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

INVESTMENT LIMITATIONS

No Portfolio may:

1. With respect to 75% of its total assets, purchase securities of any issuer
(other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, (a) more than 5% of the
Portfolio's total assets would be invested in the securities of such issuer, or
(b) the Portfolio would hold more than 10% of the outstanding securities of that
issuer, except that this limitation shall not be applicable to the Idaho
Municipal Bond Fund.

2. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities)
if, as a result, more than 25% of the Portfolio's total assets would be invested
in the securities of companies whose principal business activities are in the
same industry.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 5% of the value of the total assets of the Portfolio. All
borrowings will be repaid before making additional investments and any interest
paid on such borrowings will reduce the income of the Portfolio.

The foregoing percentage limitations will apply at the time of the purchase of a
security or the time that money is borrowed. Additional investment limitations
are set forth in the Statement of Additional Information.

FUNDAMENTAL POLICIES

The investment objectives and investment limitations stated above are
fundamental policies of the Portfolios. Fundamental policies cannot be changed
with respect to a Portfolio without the consent of the holders of a majority of
that Portfolio's outstanding shares. The term "majority of the outstanding
shares" of a Portfolio as used in this Prospectus means the vote of (i) 67% or
more of a Portfolio's shares present at a meeting, if the holders of more than
50% of the outstanding shares of the Portfolio are present or represented by
proxy, or (ii) more than 50% of a Portfolio's outstanding shares, whichever is
less.

THE ADVISER

First Security Investment Management, Inc. ("FSIM" or the "Adviser") serves as
investment adviser to the Portfolios pursuant to an investment advisory
agreement (the "Advisory Agreement") with the Trust. The selection of FSIM to
serve as investment adviser to the Portfolios was approved by the Trustees and
the initial shareholder of each Portfolio. Under the Advisory Agreement, the
Adviser makes the investment decisions for the Portfolios and continuously
reviews, supervises and administers each Portfolio's investment program.

Under the Advisory Agreement, FSIM is entitled to receive a fee for the services
it provides, which is calculated daily and paid monthly, at an annual rate of
0.74% of the average daily net assets of the Equity Fund and the Balanced Fund,
and at an annual rate of 0.60% of the average daily net assets of the
Intermediate Term Bond Fund, the Short Term Bond Fund, the Municipal Bond Fund,
the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund. The
Adviser has voluntarily waived a portion of its fee for the Trust's current
fiscal year so that total operating expenses for the Equity Fund and the
Balanced Fund will not exceed 0.90% and the total operating expenses for the
Intermediate Term Bond Fund, the Short Term Bond Fund, the Municipal Bond
<PAGE> 21

Fund, the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund will
not exceed 0.75%. The Adviser may revoke its fee waivers at any time at its sole
discretion without notice to any current or prospective shareholder. For the
fiscal year ended January 31, 1998, the Adviser received advisory fees in
amounts equal to the following annual percentage rates applied to the average
daily net assets of the Portfolios indicated: 0.64% for the Equity Fund; 0.61%
for the Balanced Fund; 0.48% for the Intermediate Term Bond Fund; 0.40% for the
Short Term Bond Fund; 0.30% for the Municipal Bond Fund; 0.60% for the Short
Term Municipal Bond Fund; and 0.57% for the Idaho Municipal Bond Fund.

FSIM, incorporated in August 1984, is a wholly-owned, indirect subsidiary of
First Security Corporation, a financial services organization and registered
bank holding company with headquarters in Utah. In addition to advising the
Portfolios, FSIM's advisory experience includes the management of various
collective and common investment funds and the provision of investment
management services to another investment company, banks and thrift
institutions, corporate and profit-sharing trusts, Taft-Hartley organizations,
municipal and state retirement funds, charitable foundations, endowments and
individual investors throughout the United States. FSIM had approximately $5.8
billion under management at December 31, 1997. FSIM is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and
has offices at 61 South Main Street, Salt Lake City, Utah 84111, at 119 North
9th Street, Boise, Idaho 83701 and at 40 First Plaza NW, 3rd Floor, Albuquerque,
New Mexico 87102.

The following individuals are responsible for the day-to-day management of the
Portfolios indicated.

EQUITY FUND--Sterling K. Jenson, CFA, is President of the Adviser and has been
responsible for the Equity Fund since its inception in December, 1994. He joined
the Adviser in 1990 as a Vice President and Senior Portfolio Manager, and has
managed the First Security Common Stock Fund and EB Common Stock Fund from
December, 1993 to December, 1994 when those funds were converted into the Equity
Fund.

BALANCED FUND--Curtis J. Anderson, CFA, is a Senior Vice President and Senior
Portfolio Manager of the Adviser and has been responsible for the Balanced Fund
since inception. He joined the Adviser in 1991 serving as Assistant Vice
President and Portfolio Manager. Prior to joining the Adviser, Mr. Anderson
served as a Trust Investment Officer with West One Trust Company from 1989 to
1991.

INTERMEDIATE TERM BOND FUND AND SHORT TERM BOND FUND--Mark L. Anderson is a Vice
President and Senior Portfolio Manager of the Adviser and has been responsible
for the Intermediate Term Bond Fund and Short Term Bond Fund since inception and
has been portfolio manager for the past five years. Mr. Anderson joined the
Adviser in 1984 and has managed bond, money market, balanced and equity
portfolios since that time.

MUNICIPAL BOND FUND AND SHORT TERM MUNICIPAL BOND FUND--Richard K. Baird, CFA,
is a Vice President and Senior Portfolio Manager of the Adviser and has been
responsible for the Municipal Bond Fund and Short Term Municipal Bond Fund since
May 30, 1997. Mr. Baird was Senior Portfolio Manager with Seafirst Bank
(BankAmerica) from 1987 to 1996 and The First National Bank of Colorado Springs,
Colorado from 1982 to 1986.

IDAHO MUNICIPAL BOND FUND--John B. Tousley is a Vice President and Senior
Portfolio Manager of the Adviser and has recently assumed portfolio management
responsibilities for the Idaho Municipal Bond Fund. He joined the Adviser in
1996. From 1993 to 1996, Mr. Tousley served as both a portfolio manager and
analyst for U.S. Bank, managing fixed-income equity and balanced portfolios.

Banking laws and regulations, including the Glass-Steagall Act as currently
interpreted by the Board of Governors of the Federal Reserve System, prohibit a
bank holding company registered under the Bank Holding Company Act of 1956 or
any affiliate thereof from sponsoring, organizing, controlling, or distributing
the shares of a registered, open-end
<PAGE> 22

investment company continuously engaged in the issuance of its shares, and
prohibit banks generally from issuing, underwriting, selling or distributing
securities, but do not prohibit such a bank holding company or affiliate from
acting as investment adviser, transfer agent, or custodian to such an investment
company, or from purchasing shares of such a company as agent for and upon the
order of a customer, or from performing any combination of such services. FSIM
and the Trust believe that FSIM may perform the advisory services for the Trust
described in this Prospectus. However, future changes in legal requirements
relating to the permissible activities of banks and their affiliates, as well as
future interpretations of present requirements, could prevent FSIM from
continuing to perform investment advisory services for the Trust.

If FSIM or any other service providers were prohibited from performing services
for the Trust, it is expected that the Board of Trustees of the Trust would
recommend to the Trust's shareholders that they approve new agreements with
another entity or entities qualified to perform such services and selected by
the Board.

THE ADMINISTRATOR

SEI Fund Resources, Oaks, PA 19456, a wholly-owned subsidiary of SEI Investments
Management Corporation, a wholly-owned subsidiary of SEI Investments Company
("SEI"), provides the Trust with administrative services (other than investment
advisory services), accounting services, regulatory reporting, all necessary
office space, equipment, personnel and facilities, pursuant to an administration
agreement with the Trust (the "Administration Agreement"). For these services,
the Administrator is entitled to a fee from the Equity Fund, the Balanced Fund,
the Intermediate Term Bond Fund, the Short Term Bond Fund and the Municipal Bond
Fund in an amount which is calculated at an annual rate of 0.20% of their
average daily net assets. The Administrator is entitled to a fee from the Short
Term Municipal Bond Fund and the Idaho Municipal Bond Fund in an amount equal to
the greater of 0.20% of their average daily net assets or $100,000 per annum.
The Administrator has voluntarily agreed to waive a portion of its fee for the
Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund. The
Administrator reserves the right to terminate its fee waiver for the Short Term
Municipal Bond Fund and the Idaho Municipal Bond Fund at any time at its sole
discretion and without notice to any current or prospective shareholder.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), Oaks, Pennsylvania, 19456,
a wholly-owned subsidiary of SEI, serves as the distributor for the Portfolios
pursuant to a distribution agreement ("Distribution Agreement") with the Trust.
The Distributor receives no fee for its services in connection with distribution
of the Institutional shares. Financial institutions that are the record owners
of shares for the account of their customers may impose separate fees for
account services to their customers.

YEAR 2000 ISSUE

The Trust depends on the smooth functioning of computer systems in almost every
aspect of its business. Like other mutual funds, businesses and individuals
around the world, the Trust could be adversely affected if the computer systems
used by its service providers do not properly process dates on and after January
1, 2000 and distinguish between the year 2000 and the year 1900. The Trust has
made inquiry of its service providers to determine whether they expect to have
their computer systems adjusted for the year 2000 transition, and is seeking
assurances from each service provider that it expects its system to accommodate
the year 2000 transition without material adverse consequences to the Trust.
While it is likely that such assurances will be obtained, the Trust and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or custodians, banks, broker-dealers or others with which
the Trust does business.

<PAGE> 23

PURCHASE, EXCHANGE AND REDEMPTION OF SHARES

Financial institutions may acquire shares of the Portfolios for their own
account or as record owner on behalf of fiduciary, agency or custody accounts by
placing orders with the Distributor. Institutions that use certain SEI
proprietary systems may place orders electronically through those systems. State
securities laws may require banks and financial institutions purchasing shares
for their customers to register as dealers pursuant to state laws. Shares of
each Portfolio are offered only to residents of states in which the shares are
eligible for purchase.

Shares of each Portfolio may be purchased or redeemed on days during which the
New York Stock Exchange is open for business ("Business Days"). The minimum
initial investment by financial institutions purchasing shares is $500,000;
however the minimum investment may be waived at the Distributor's discretion. No
minimum amount is required for subsequent investments.

Shareholders who desire to purchase shares for cash must place their orders with
the Distributor prior to 4:00 p.m. Eastern time on any Business Day for the
order to be accepted on that Business Day. Financial institutions may impose an
earlier cut-off time for receipt of purchase orders directed through them to
allow for processing and transmittal of these orders to the Distributor for
effectiveness the same day. Cash payment for investments must be transmitted or
delivered in federal funds to the wire agent on the next Business Day following
the day the order is placed. The Trust reserves the right to reject a purchase
order when the Distributor determines that it is not in the best interest of the
Trust or its shareholders to accept such purchase order. Purchases will be made
in full and fractional shares of the Portfolios calculated to three decimal
places. The Trust will send shareholders a statement of shares owned after each
transaction.

The purchase price of shares is the net asset value next determined after a
purchase order is received and accepted by the Trust. The net asset value per
share of each Portfolio is determined by dividing the total market value of a
Portfolio's investments and other assets, less any liabilities, by the total
outstanding shares of that Portfolio. Net asset value per share is determined
daily as of the close of regular trading on the New York Stock Exchange
(presently 4:00 p.m. Eastern time) on any Business Day in the manner described
in the Statement of Additional Information. Financial institutions which
purchase shares for the accounts of their customers may impose separate charges
on these customers for account services.

An exchange between the Institutional class and the Retail Class A shares or
Retail Class B shares of any Portfolio is generally not permitted, except that
Institutional class shares will be exchanged for Retail Class A shares
automatically should an investor in the Institutional class become ineligible to
purchase additional Institutional class shares. For example, an automatic
exchange would occur if an Institutional class investor receives a distribution
from a trust, and such investor would be investing individually (and becomes a
shareholder of record) rather than through a qualified account. An exchange from
the Institutional class to the Retail Class A shares of a Portfolio will occur
automatically when an Institutional class shareholder's account falls below the
$500,000 minimum balance. The Trust will provide thirty days' notice of any such
exchange. The exchange will take place at net asset value, without the
imposition of a sales load, fee or other charge. After the exchange, the
exchanged shares will be subject to all fees applicable to Retail Class A
shares. In the event that a shareholder declines to accept an automatic
exchange, and if the shareholder does not meet the requirements for investing in
Institutional class shares, the Trust reserves the right to redeem the shares
upon expiration of the thirty-day period. The Trust reserves the right to
require shareholders to complete an application or other documentation in
connection with the exchange.

Retail Class A shares of a Portfolio may be exchanged for Institutional Class
shares of the same Portfolio should the shareholder establish a trust, custodial
or money management relationship with a qualified institution.

<PAGE> 24

To exchange shares held of record by a financial institution but beneficially
owned by a customer, the customer should contact the financial institution,
which will contact the Distributor and effect the exchange on behalf of the
customer. If an exchange request in good order is received by the Distributor by
4:00 p.m. Eastern time on any Business Day, the exchange will ordinarily be
effective on that day. Any shareholder or customer of a shareholder who wishes
to make an exchange must have received a current prospectus of the Portfolio
into which the exchange is being made before the exchange will be effected.

Each Portfolio anticipates earning income on its portfolio securities and other
investments in the form of interest income, dividends and capital gains. That
income, after payment of expenses, will be passed along to shareholders as
dividends or capital gain distributions. See "GENERAL INFORMATION--Dividends"
for a discussion of the dividend policy of each Portfolio. Such distributions to
shareholders will automatically be paid in cash, unless the shareholder makes a
different election with respect to such distributions.

Distributions of dividends and capital gains made by the Portfolios may be
invested in shares of one of the other Portfolios if shares of the other
Portfolio are available for sale. Such investments will be subject to initial
investment minimums, as well as additional purchase minimums. A shareholder
considering this distribution investment option should consider the differences
in investment objectives and policies of another Portfolio before making any
investment in such Portfolio. The Trust reserves the right to terminate this
distribution investment option without further notice to shareholders.

Shareholders who desire to redeem shares of a Portfolio must place their
redemption orders with the Distributor prior to 4:00 p.m. Eastern time on any
Business Day. The redemption price is the net asset value per share of the
Portfolio next determined after receipt by the Distributor of the redemption
order. Payment on redemption will be made as promptly as possible and, in any
event, within seven days after the redemption order is received.

Purchase, redemption and exchange orders may be placed by telephone. Neither the
Trust nor the Trust's transfer agent will be responsible for any loss,
liability, cost or expense for acting upon telephone instructions that it
reasonably believes to be genuine. The Trust and the Trust's transfer agent will
each employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of personal identification
prior to acting upon instructions received by telephone and recording telephone
instructions. The Trust or the Trust's transfer agent may be liable for losses
resulting from fraudulent or unauthorized instructions if it does not employ
these procedures. If market conditions are extraordinarily active, or other
extraordinary circumstances exist, and a shareholder experiences difficulties
placing redemption orders by telephone, the shareholder may wish to consider
placing its order by other means.

PERFORMANCE

GENERAL

From time to time the Portfolios may advertise yield and total return. The
Municipal Bond Fund, the Short Term Municipal Bond Fund and the Idaho Municipal
Bond Fund each may also advertise a "taxable equivalent yield." These figures
are based on historical earnings and are not intended to indicate future
performance. No representation can be made concerning actual future yields or
returns. The yield of each Portfolio refers to the income generated by a
hypothetical investment in such Portfolio over a thirty day period. This income
is then "annualized," i.e., the income over thirty days is assumed to be
generated over one year and is shown as a percentage of the investment.

A "taxable equivalent yield" is calculated by determining the yield that would
have been achieved on a fully taxable investment to produce the after-tax
equivalent of a Portfolio's yield, assuming certain rates of taxation for a
shareholder.

The total return of each Portfolio refers to the average compounded rate of
return on a hypothetical
<PAGE> 25

investment for designated time periods, assuming that the entire investment is
redeemed at the end of each period and assuming the reinvestment of all dividend
and capital gain distributions.

A Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual funds rating services (such as Lipper Analytical
Services, Inc.), financial and business publications and periodicals, broad
groups of comparable mutual funds or unmanaged indices which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs. A Portfolio may quote a service that ranks
mutual funds on the basis of risk-adjusted performance (such as Morningstar,
Inc.). A Portfolio may use long-term performance of appropriate capital markets
to demonstrate general long-term risk versus reward scenarios and could include
the value of a hypothetical investment in the appropriate capital markets. A
Portfolio may also quote financial and business publications and periodicals as
they relate to fund management, investment philosophy and investment techniques.

Each Portfolio may quote various measures of volatility and benchmark
correlation in advertising and may compare these measures to those of other
funds. Measures of volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might be. Measures of
volatility and correlation are calculated using averages of historical data and
cannot be calculated precisely.

Additional performance information for the Portfolios is set forth in the
Trust's Annual Report to shareholders for its fiscal year ended January 31,
1998, which is available upon request and without charge by calling
1-800-472-0577.

TAXES

The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state, or local income tax treatment of the
Portfolios or their shareholders. Accordingly, shareholders are urged to consult
their tax advisers regarding specific questions as to federal, state and local
income taxes. State and local tax consequences of an investment in the
Portfolios may differ from the federal income tax consequences described below.
Additional information concerning taxes is set forth in the Statement of
Additional Information.

TAX STATUS OF THE PORTFOLIOS

Each Portfolio is treated as a separate entity for federal income tax purposes
and is not combined with the Trust's other portfolios. Each Portfolio intends to
qualify for the special tax treatment afforded regulated investment companies
("RICs") under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), so as to be relieved of federal income tax on investment company
taxable income and net capital gains (the excess of net long-term capital gains
over net short-term capital losses) distributed to Shareholders.

TAX STATUS OF DISTRIBUTIONS (EQUITY FUND, BALANCED FUND, INTERMEDIATE TERM BOND
FUND AND SHORT TERM BOND FUND)

Each Portfolio intends to distribute substantially all of its net investment
income (including net short-term capital gains and realized market discounts)
and net capital gains to shareholders. Dividends from a Portfolio's investment
company taxable income are taxable to its shareholders as ordinary income
(whether received in cash or in additional shares) to the extent of the
Portfolio's earnings and profits. Dividends paid by a Portfolio to corporate
shareholders may qualify for the deduction for dividends received by
corporations to the extent of the dividends received by the Portfolio from
domestic corporations. See the Statement of Additional Information for further
details. However, the full amount of such dividends will be taken into account
in determining liability (if any) for corporate alternative minimum tax.
Distributions of net capital gains do not qualify for the corporate dividends
<PAGE> 26

received deduction and are taxable to shareholders as long-term capital gains,
regardless of how long shareholders have held their shares and regardless of
whether the distributions are received in cash or in additional shares. The
Taxpayer Relief Act of 1997 authorizes the Internal Revenue Service to issue
regulations that will enable shareholders to determine the tax rates applicable
to such capital gain distributions. The Portfolios provide annual reports to
shareholders of the federal income tax status of all distributions.

The sale, exchange or redemption of Portfolio shares is a taxable transaction to
the shareholder.

TAX STATUS OF DISTRIBUTIONS (MUNICIPAL BOND FUND, SHORT TERM MUNICIPAL BOND FUND
AND IDAHO MUNICIPAL BOND FUND)

Each Portfolio intends to distribute substantially all of its net investment
income (including net short-term capital gains and realized market discounts) to
shareholders. If, at the close of each quarter of its taxable year, at least 50%
of the value of a Portfolio's total assets consists of obligations the interest
on which is excludable from gross income, that Portfolio may distribute its net
tax-exempt interest income as "exempt-interest dividends" to its shareholders.
Exempt-interest dividends are excludable from a shareholder's gross income for
federal income tax purposes but may have certain collateral federal tax
consequences including alternative minimum tax consequences. In addition, the
receipt of exempt-interest dividends may cause persons receiving Social Security
or Railroad Retirement benefits to be taxable on a portion of such benefits. See
the Statement of Additional Information.

Current federal tax law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of a Portfolio to purchase sufficient amounts of tax-exempt securities
to satisfy the Code's requirements for the payment of exempt-interest dividends.

Any dividends paid out of net short-term capital gains and realized market
discounts or out of any income realized by a Portfolio on taxable securities
will be taxable to shareholders as ordinary income (whether received in cash or
in additional shares) to the extent of that Portfolio's earnings and profits and
will not qualify for the dividends-received deduction for corporate
shareholders. Distributions to shareholders of net capital gains of a Portfolio
also will not qualify for the corporate dividends-received deduction and will be
taxable to shareholders as long-term capital gain, whether received in cash or
additional shares, and regardless of how long a shareholder has held the shares.

The Portfolios will report annually to shareholders the percentages of their net
investment income which are exempt from the regular federal income tax, which
constitute items of tax preference for purposes of the federal alternative
minimum tax, and which are fully taxable. In addition, the Idaho Municipal Bond
Fund will report annually to shareholders the percentages of its net investment
income which are exempt from Idaho corporate and personal income tax (discussed
below). The Portfolios will apply such percentages uniformly to all
distributions declared from net investment income during each report year. These
percentages may differ significantly from the actual percentages for any
particular day.

An investment in these Portfolios is not intended to constitute a balanced
investment program. Shares of the Municipal Bond Fund, the Short Term Municipal
Bond Fund or the Idaho Municipal Bond Fund would not be suitable for tax-exempt
institutions and may not be suitable for retirement plans qualified under
Section 401 of the Code, H.R. 10 plans and individual retirement accounts since
such plans and accounts generally qualify for deferral of taxes on income or
gains and, therefore, not only would not gain any additional benefit from the
dividends of those Portfolios being tax-exempt but also such dividends would be
taxable when distributed to the beneficiary.

ADDITIONAL FEDERAL TAX INFORMATION

Dividends declared by each Portfolio in October, November or December of any
year and payable to shareholders of record on a date in any such month
<PAGE> 27

will be deemed to have been paid by the Portfolio and received by the
shareholders on December 31 of that year if paid by the Portfolio at any time
during the following January.

Each Portfolio intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax.

Shareholders should consult their tax advisers concerning the state and local
tax consequences of investment in a Portfolio, which may differ from federal
income tax consequences described above.

IDAHO TAXES

Exempt-interest dividends that are paid by the Idaho Municipal Bond Fund will
not be subject to Idaho corporate and personal income taxes to the extent that
they are attributable to interest earned on municipal securities that is exempt
from Idaho state income taxes in the opinion of bond counsel for their issuers.

GENERAL INFORMATION

THE TRUST

The Trust was organized as an unincorporated business trust under the laws of
Massachusetts on December 16, 1988 pursuant to a Master Trust Agreement of that
date, which agreement was amended and restated on October 7, 1994 and was
further amended on December 1, 1994 (as further amended from time to time, the
"Trust Agreement").

The Trust currently offers shares of beneficial interest in seven separate
portfolios. The Trust may issue an unlimited number of shares of each of its
portfolios. Each share is entitled to such dividends and distributions out of
income earned on the assets of such portfolio as are declared in the discretion
of the Trust's Board of Trustees. When issued and paid for, shares will be fully
paid and non-assessable by the Trust and will have no preference, conversion or
preemptive rights. The Trust Agreement authorizes the Board of Trustees to
classify or reclassify any shares of any portfolio into one or more other
portfolio and to create classes in such portfolio. The Equity Fund, Balanced
Fund, Municipal Bond Fund and Idaho Municipal Bond Fund are divided into three
classes of shares, Institutional, Retail Class A and Retail Class B shares. The
Trust's Intermediate Term Bond Fund, Short Term Bond Fund and Short Term
Municipal Bond Fund are into two classes of shares, the Institutional and Retail
Class A classes. All classes of a Portfolio have a common investment objective
and investment limitations and policies. Shares of the Institutional class are
offered by this prospectus. Shares of the Retail Class A and Retail Class B
class are offered through a separate prospectus.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws of Massachusetts. The Trustees supervise the business activities of the
Trust and have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

All shares of the Trust have equal voting rights and will be voted in the
aggregate, and not by series or class, except where voting by series or class is
required by law or where the matter involved affects only one series or class.
The Trust is not required under Massachusetts law to hold annual meetings of
shareholders, but will hold shareholder meetings if required to do so by the
1940 Act. Special meetings may be called for specific Portfolios for purposes
such as changing fundamental policies or approving certain contracts.
Shareholders will be permitted to call a meeting of shareholders and will
receive assistance in communicating with other shareholders, for the purpose of
voting upon the removal of any Trustee as long as such shareholder request is in
writing and is signed by shareholders of record of no less than 10% of the
Trust's outstanding shares.
<PAGE> 28

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to shareholders of record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to SEI Investments Distribution Co. in
writing to Oaks, PA 19456 or by calling 1-800-472-0577.

DIVIDENDS

Substantially all of the net investment income (exclusive of capital gains) of
each Portfolio is distributed in the form of dividends that are declared and
paid quarterly by the Equity Fund, declared and paid monthly by the Balanced
Fund and declared daily and paid monthly by the Intermediate Term Bond Fund, the
Short Term Bond Fund, the Municipal Bond Fund, the Short Term Municipal Bond
Fund and the Idaho Municipal Bond Fund. Shareholders of record on the last
Business Day of each month will be entitled to receive the monthly dividend
distribution, which is generally paid on the 10th Business Day of the following
month. If any net capital gains are realized, they will be distributed by the
Portfolios at least annually.

Shareholders automatically receive all income dividends and capital gains
distributions in cash, unless the shareholder has elected to take such payments
in another form. Shareholders may change their election by providing written
notice to the Transfer Agent at least 15 days prior to the change.

Dividends and distributions of a Portfolio are paid on a per-share basis. The
value of each share will be reduced by the amount of any such payment. If shares
are purchased shortly before the record date for a dividend or the distribution
of capital gains, a shareholder will pay the full price for the shares and
receive some portion of the price back as a taxable dividend or distribution.

THE TRANSFER AGENT

DST Systems, Inc., P.O. Box 419448, Kansas City, Missouri 64141-6448 (the
"Transfer Agent") acts as the transfer agent and dividend disbursing agent for
the Portfolios under a transfer agency agreement with the Trust.

COUNSEL

Ballard Spahr Andrews & Ingersoll, LLP serves as counsel to the Trust.

INDEPENDENT ACCOUNTANTS

Deloitte & Touche LLP serves as independent accountants of the Trust.

CUSTODIAN

CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia,
PA 19101 (the "Custodian"), acts as custodian of the Trust. The Custodian holds
cash, securities and other assets of the Trust as required by the 1940 Act.

DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS

BANKERS' ACCEPTANCES--Bankers' acceptances are bills of exchange or time drafts
drawn on and accepted by a commercial bank. Bankers' acceptances are used by
corporations to finance the shipment and storage of goods. Maturities are
generally six months or less.

CERTIFICATES OF DEPOSIT--Certificates of deposit are interest bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER--Commercial paper is a term used to describe unsecured
short-term promissory notes issued by banks, municipalities, corporations and
other entities. Maturities on these issues vary from a few to 270 days.
<PAGE> 29

CONVERTIBLE SECURITIES--Convertible securities are corporate securities that are
exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics similar to both fixed
income and equity securities. Because of the conversion feature, the market
value of a convertible security tends to move with the market value of the
underlying stock. The value of a convertible security is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.

COVERED CALL OPTIONS--A call option gives the purchaser of the option the right
to buy, and the writer of the option the obligation to sell, a specified
underlying security at any time during the option period. In a covered call
option, the writer of the option owns a sufficient amount of the underlying
securities to "cover" the option through delivery of the optioned securities
upon exercise of the option. The Equity Fund and Balanced Fund may write covered
call options as a means of increasing the yield of these portfolios and as a
means of providing limited protection against decreases in the market value of
portfolio securities.

EQUITY INDEX MUTUAL FUNDS--Equity index mutual funds are open-end investment
companies that structure their securities investments so that the performance of
the portfolio approximates the performance of a target equity securities index.

EQUITY SECURITIES--Equity securities include common stock, preferred stock and
other securities that are convertible to or grant the right to acquire common
stock or preferred stock.

FIXED INCOME SECURITIES--Fixed income securities are debt obligations bearing a
specified rate of interest during their term that are issued by the United
States government and its agencies and instrumentalities, corporations,
municipalities and other borrowers.

MONEY MARKET FUNDS--Money market funds are open-end investment companies that
are continuously engaged in the issuance of shares. In connection with
management of their daily cash positions, a Portfolio may invest in money market
fund shares having investment objectives and policies consistent with those of
the Portfolio. Investments by a money market fund are subject to limitations
imposed under regulations adopted by the Securities and Exchange Commission.
Under these regulations, money market funds may only acquire obligations that
present minimal credit risk and that are "eligible securities," which means they
are (i) rated, at the time of investment, by at least two nationally recognized
security rating organizations (one if it is the only organization rating such
obligation) in the highest rating category or, if unrated, determined to be of
comparable quality (a "first tier security"), or (ii) rated according to the
foregoing criteria in the second highest rating category or, if unrated,
determined to be of comparable quality ("second tier security"). A security is
not considered to be unrated if the issuer has outstanding obligations of
comparable priority and security that have a short-term rating. In the case of
taxable money market funds, investments in second tier securities are subject to
the further constraints in that (i) no more than 5% of a Fund's assets may be
invested in second tier securities and (ii) any investment in securities of any
one such issuer is limited to the greater of 1% of the Fund's total assets or $1
million. A taxable money market fund may also hold more than 5% of its assets in
first tier securities of a single issuer for three "business days" (that is, any
day other than a Saturday, Sunday or customary business holiday).

MUNICIPAL SECURITIES--Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, mass transportation, schools, streets and
water and sewer works, the refunding of outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
<PAGE> 30

construction, equipment, repair or improvement of privately operated facilities.

Municipal securities include both municipal notes and municipal bonds. Municipal
notes include general obligation notes, tax anticipation notes, revenue
anticipation notes, bond anticipation notes, certificates of indebtedness,
demand notes and construction loan notes and participation interests in
municipal notes. Municipal bonds include general obligation bonds, revenue or
special obligation bonds, private activity and industrial development bonds and
participation interests in municipal bonds.

General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or facility
(tolls from a bridge, for example). Certificates of participation represent an
interest in an underlying obligation or commitment, such as an obligation issued
in connection with a leasing arrangement. Private activity bonds are bonds that
are issued by municipalities, the proceeds of which are used in an activity
considered a nonessential government function under the Internal Revenue Code,
which may include activities such as construction and operation of airports,
convention centers, auditoriums, sports facilities, hospitals and mass commuting
facilities. The payment of principal and interest on private activity and
industrial development bonds generally is dependent solely on the ability of a
facility's user to meet its financial obligations and the pledge, if any, of
real and personal property as security for such payment.

Economic, business, or political developments might affect all municipal
securities of a similar type. To the extent that a significant portion of the
Municipal Bond Fund's, Short Term Municipal Bond Fund's or Idaho Municipal Bond
Fund's assets are invested in municipal securities payable from revenue on
similar projects, those Portfolios will be subject to the peculiar risks
presented by such projects to a greater extent than it would be if its assets
were not so invested. For example, certain municipal securities may be
obligations of issuers who rely in whole or in part on ad valorem real property
taxes as a source of revenue and legislation may have the effect of limiting ad
valorem taxes on real property or restricting the ability of taxing entities to
increase real property tax revenues. Municipal securities that are payable only
from the revenues derived from a particular facility, such as a utility or
housing project, may be adversely affected by laws or regulations that make it
more difficult for the particular facility to generate revenues sufficient to
pay such interest and principal, including laws and regulations that limit the
amount of fees, rates or other charges that may be imposed for use of the
facility or that increase competition among facilities of that type or that
limit or otherwise have the effect of reducing the use of such facilities
generally, thereby reducing the revenues generated by the particular facility.
If the payment of interest and principal on municipal securities is insured in
whole or in part by a government created fund the municipal securities may be
adversely affected by laws or regulations that restrict the aggregate insurance
proceeds available for payment of principal and interest in the event of a
default on such securities. State and local tax revenues generally mirror
economic conditions and may be adversely affected by regional or national
recessions.

RECEIPTS--Receipts are sold as zero coupon securities which means that they are
sold at a substantial discount and redeemed at face value at their maturity date
without interim cash payments of interest or principal. The amount of this
discount accretes over the life of the security, and such accretion will
constitute the income earned on the security for both accounting and tax
purposes. Because of these features, such securities may be subject to greater
interest rate volatility than interest paying investments.

the Portfolio is delayed or prevented from exercising its right to dispose of
the collateral or if the Portfolio realizes a loss on the sale of the
collateral. A Portfolio will enter into repurchase agreements only with
financial institutions deemed to present minimal risk of bankruptcy during the
term of the agreement based on established guidelines. Repurchase agreements are
considered loans under the 1940 Act.

STANDBY COMMITMENTS--Securities subject to standby commitments permit the holder
thereof to sell the securities at a fixed price prior to maturity. Securities
subject to a standby commitment may be sold at any time at the current market
price. However, unless the standby commitment was an integral part of the
security as originally issued, it may not be marketable or assignable;
therefore, the standby commitment would only have value to the Portfolio owning
the security to which it relates. In certain cases, a premium may be paid for a
standby commitment, which premium will have the effect of reducing the yield
otherwise payable on the underlying security. The Portfolios will limit standby
commitment transactions to institutions believed to present minimal credit risk.

U.S. GOVERNMENT AGENCIES--U.S. Government agency obligations are obligations
issued or guaranteed by agencies of the U.S. Government, including, among
others, the Federal Farm Credit Bank, the Federal Housing Administration and the
Small Business Administration, and obligations issued or guaranteed by
instrumentalities of the U.S. Government, including, among others, the Federal
Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the full faith and credit of
the U.S. Treasury (e.g., Government National Mortgage Association), others are
supported by the right of the issuer to borrow from the Treasury (e.g., Federal
Farm Credit Bank), while still others are supported only by the credit of the
instrumentality (e.g., Federal National Mortgage Association). Guarantees of
principal by agencies or instrumentalities of the U.S. Government may be a
guarantee of payment at the maturity of the obligation so that in the event of a
default prior to maturity there might not be a market and thus no means of
realizing on the obligation prior to maturity. Guarantees as to the timely
payment of principal and interest do not extend to the value or yield of these
securities nor to the value of the Portfolio's shares.

U.S. TREASURY OBLIGATIONS--U.S. Treasury obligations consist of bills, notes and
bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS").

For additional information regarding permitted investments see "Description of
Permitted Investments" in the Trust's Statement of Additional Information.
<PAGE> 32

APPENDIX

DESCRIPTION OF CORPORATE AND MUNICIPAL BOND RATINGS

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degrees.

Debt rated A by S&P has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories. Debt
rated BBB is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

Bonds which are rated A by Moody's possess many favorable investment attributes
and are to be considered as upper-medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Bonds which are rated Baa by Moody's are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1, 2 and 3 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a safety regarding timely payment but not as high as A-1.

Commercial paper issuers rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the two highest quality ratings on the basis of relative
repayment capacity.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

Source of Payment (the more dependent the issue is on the market for its
refinancing the more likely it will be treated as a note).
<PAGE> 33

The note rating symbol SP-1 reflects very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) description.

Moody's highest rating for state and municipal and other short-term notes is
MIG-1 and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of
the best quality. They have strong protection from established cash flows of
funds for their servicing or from established and broad-based access to the
market for refinancing or both.
<PAGE> 34

TABLE OF CONTENTS

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Summary.......................................... 2
Financial Highlights............................. 5
The Trust........................................ 7
Investment Objectives and Policies............... 7
Risk Factors..................................... 13
Investment Limitations........................... 15
Fundamental Policies............................. 15
The Adviser...................................... 15
The Administrator................................ 17
The Distributor.................................. 17
Purchase, Exchange and Redemption of Shares...... 18
Performance...................................... 19
Taxes............................................ 20
General Information.............................. 22
Description of Certain Permitted Investments..... 23
Appendix......................................... 27
</TABLE>

<PAGE> 35

LOGO

THE ACHIEVEMENT FUNDS
THE ACHIEVEMENT FUNDS TRUST
INSTITUTIONAL
PROSPECTUS
EQUITY FUND
BALANCED FUND
INTERMEDIATE TERM BOND FUND
SHORT TERM BOND FUND
MUNICIPAL BOND FUND
SHORT TERM MUNICIPAL BOND FUND
IDAHO MUNICIPAL BOND FUND

JUNE 1, 1998

DISTRIBUTED BY
SEI INVESTMENTS DISTRIBUTION CO.
OAKS, PENNSYLVANIA 19456
800-472-0577
ACH-F-003-05
</TABLE>

<PAGE> 36

THE ACHIEVEMENT FUNDS TRUST
RETAIL SHARES

-- EQUITY FUND
-- BALANCED FUND
-- INTERMEDIATE TERM BOND FUND
-- SHORT TERM BOND FUND
-- MUNICIPAL BOND FUND
-- SHORT TERM MUNICIPAL BOND FUND
-- IDAHO MUNICIPAL BOND FUND

THE ACHIEVEMENT FUNDS TRUST (the "Trust") is a mutual fund that offers separate
classes of shares of beneficial interest in the seven portfolios listed above
(the "Portfolios"). This Prospectus relates to the Retail Class A shares (the
"Class A shares") of the Portfolios and the Retail Class B shares (the "Class B
shares") of the Equity Fund, Balanced Fund, Municipal Bond Fund and Idaho
Municipal Bond Fund. The Class A shares and the Class B shares are referred to
collectively in this prospectus as the "Retail Shares." The Retail Shares are
designed to offer investors ("shareholders") a convenient means of investing in
one or more professionally managed portfolios of securities through a
participating dealer. Each Portfolio also offers Institutional shares that
differ from the Retail Shares with respect to distribution costs, sales charges
and dividends.

SUMMARY

The Achievement Funds Trust (the "Trust") is an open-end management investment
company which provides a convenient way to invest in professionally managed
portfolios of securities. This Summary provides basic information about the
Class A shares and the Class B shares (collectively, the "Retail Shares") of the
Trust's Equity Fund, Balanced Fund, Municipal Bond Fund, Idaho Municipal Bond
Fund, and the Class A shares of the Trust's Intermediate Term Bond Fund, Short
Term Bond Fund and Short Term Municipal Bond Fund (each a "Portfolio," and
collectively the "Portfolios"). Each of the Portfolios is diversified, except
for the Idaho Municipal Bond Fund, which is a non-diversified portfolio of
securities.

INVESTMENT OBJECTIVES OF THE PORTFOLIOS

RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS

The net asset value of the shares of the Portfolios will fluctuate with changes
in the prices of their underlying portfolio securities. Values of fixed income
securities and, correspondingly, share prices of Portfolios that invest in such
securities, will tend to vary inversely with interest rates and may be affected
by other market and economic factors as well. Common stocks in which the Equity
Fund and the Balanced Fund invest may be more volatile and may fluctuate in
value more than other types of investments. The Idaho Municipal Bond Fund is a
non-diversified portfolio that invests primarily in Idaho Municipal Securities.
There are other risks associated with the ownership of shares of a mutual fund.
See "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS."

THE ADVISER

First Security Investment Management, Inc. serves as investment adviser (the
"Adviser") to the Portfolios. See "THE ADVISER."

THE ADMINISTRATOR

SEI Fund Resources serves as administrator of the Trust. See "THE
ADMINISTRATOR."
<PAGE> 38

THE TRANSFER AGENT

DST Systems, Inc. serves as transfer agent and dividend disbursing agent for the
Trust. See "GENERAL INFORMATION--Transfer Agent."

THE DISTRIBUTOR

SEI Investments Distribution Co. serves as distributor of the Trust's shares.
See "THE DISTRIBUTOR."

THE CUSTODIAN

CoreStates Bank, N.A. serves as custodian for the cash, securities and other
assets of the Trust. See "GENERAL INFORMATION--Custodian."

PURCHASE, EXCHANGE OR REDEMPTION OF SHARES

GENERAL

Purchases, exchanges or redemptions of shares may be made on any day on which
the New York Stock Exchange is open for business (a "Business Day"). A purchase,
exchange or redemption order may be placed through a financial institution or a
broker dealer that has established a dealer agreement with the Distributor, or
directly with the Transfer Agent.

The Distributor has entered into an agreement with First Security Investor
Services, Inc. ("FSIS") authorizing FSIS to sell Portfolio shares as a
participating dealer. Representatives of FSIS may be contacted at:

First Security Investor Services
61 South Main Street
Salt Lake City, Utah 84111
(800) 574-6609

A purchase, exchange or redemption order will be executed at a per share price
equal to the net asset value per share next determined after the receipt of the
purchase, exchange or redemption order. Net asset value is determined as of the
close of regular trading on the New York Stock Exchange (normally 4:00 p.m.
Eastern time) on any Business Day. Purchase or redemption orders received after
the net asset value has been determined will be priced at the next Business
Day's net asset value. The minimum initial investment is $1,000, which may be
waived by the Distributor. The minimum amount for subsequent purchases of shares
is $100. Retail Shares may be exchanged for shares of the same class of another
Portfolio and Class A shares may be exchanged for shares of certain portfolios
of the SEI Family of Funds. See "PURCHASE, EXCHANGE AND REDEMPTION OF SHARES."

CLASS A SHARES

If you purchase Class A shares you will pay a sales charge at the time of
purchase. The sales charge varies depending upon the aggregate value of Class A
shares purchased. See "Purchase, Exchange and Redemption of Shares--Class A
Shares Sales Charge." Class A shares are not subject to any charges when they
are redeemed. Class A shares currently bear a 12b-1 Plan fee at an annual rate
of 0.25% of the Portfolio's average net assets attributable to Class A shares.
<PAGE> 39

CLASS B SHARES

Class B shares are sold without an initial sales charge, but are subject to a
contingent deferred sales charge of up to 5% if redeemed within 6 years of
purchase. Class B shares bear a higher 12b-1 Plan fee than Class A shares,
calculated at an annual rate of 1.00% of the average net assets of the Equity
Fund and Balanced Fund attributable to the Class B shares of those Portfolios
and at an annual rate of 0.90% of the average net assets of the Municipal Bond
Fund and Idaho Municipal Bond Fund attributable to the Class B shares of those
Portfolios. Class B shares automatically convert to Class A shares, based upon
relative net asset value, approximately 8 years after purchase.

SELECTION OF CLASS OF SHARES

Investors interested in purchasing shares of the Equity Fund, Balanced Fund,
Municipal Bond Fund or Idaho Municipal Bond Fund may elect to purchase Class A
shares or Class B shares. The decision as to which class of Retail Shares
provides a more suitable investment depends on a number of factors, including
the amount and intended length of the investment. Investors making investments
that qualify for reduced sales charges might consider Class A shares. Investors
who prefer not to pay an initial sales charge might consider Class B shares.
Class B shares provide the benefit of putting all of an investor's dollars to
work from the time that the investment is made, but (until conversion) will have
a higher expense ratio and pay lower dividends than Class A shares due to the
higher 12b-1 Plan fee. For more information about these sales arrangements,
consult your participating dealer. Sales personnel may receive different
compensation depending on which class of shares they sell.

PAYMENT OF DIVIDENDS

Substantially all of the net investment income (exclusive of capital gains) of
each Portfolio is distributed in the form of periodic dividends. Any net capital
gain is distributed at least annually. Distributions are paid in the form of
additional Retail Shares of the Portfolio making such distributions, unless the
shareholder elects to take payment in another form. See "GENERAL
INFORMATION--Dividends."
<PAGE> 40

ANNUAL OPERATING EXPENSES FOR CLASS A SHARES

The following table summarizes the expenses incurred by the Class A shares of
the Portfolios based on the Trust's most recent fiscal year.

<TABLE>
<CAPTION>
SHORT
SHORT TERM IDAHO
INTERMEDIATE TERM MUNICIPAL MUNICIPAL MUNICIPAL
EQUITY BALANCED TERM BOND BOND BOND BOND
FUND FUND BOND FUND FUND FUND FUND FUND
---------------------------------------------------------------------------------
CLASS A CLASS A CLASS A CLASS A CLASS A CLASS A CLASS A
SHARES SHARES SHARES SHARES SHARES SHARES SHARES
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES(1)
Maximum sales load
imposed on purchase
of shares (as a % of
the offering
price)............... 4.50% 4.50% 3.50% 1.50% 4.00% 1.50% 4.00%
ANNUAL OPERATING
EXPENSES (AS A % OF
NET ASSETS)
Management Fees (after
waivers)(2).......... .64% .61% .48% .40% .30% .60% .57%
12b-1 Fees(3).......... .25% .25% .25% .25% .25% .25% .25%
Other Expenses(4)...... .26% .29% .27% .35% .45% .15% .18%
- ----------------------------------------------------------------------------------------------------------
Total Fund Operating
Expenses (after
waivers)(5).......... 1.15% 1.15% 1.00% 1.00% 1.00% 1.00% 1.00%
==========================================================================================================
</TABLE>

(1) Although no fee is imposed in connection with share redemptions, a $15 fee
will be charged in connection with a wire transfer of redemption proceeds.
(2) The Trust's investment adviser (the "Adviser") has agreed to waive, on a
voluntary basis, a portion of its fee, and the management fee shown reflects
that voluntary waiver. The Adviser reserves the right to terminate its fee
waiver at any time at its sole discretion without notice to current or
prospective shareholders. Absent such fee waiver, the management fee would
be 0.74% for the Equity Fund and the Balanced Fund, and 0.60% for the
Intermediate Term Bond Fund, the Short Term Bond Fund, the Municipal Bond
Fund, the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund.
(3) As a result of 12b-1 fees, a long-term shareholder may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers, Inc.
(4) Other Expenses of the Portfolios include all expenses except nonrecurring
account fees, brokerage commissions and other capital items, and management
fees. The Trust's administrator (the "Administrator") has agreed to waive,
on a voluntary basis, a portion of its fee for the Short Term Municipal Bond
Fund and the Idaho Municipal Bond Fund, and the administration fee shown for
those Portfolios reflects that voluntary waiver. The Administrator reserves
the right to terminate its fee waiver at any time at its sole discretion
without notice to current or prospective shareholders. Absent such fee
waiver, the annual administration fee would be the greater of 0.20% of net
assets or $100,000 for the Short Term Bond Fund and the Idaho Municipal Bond
Fund.
(5) Absent the voluntary fee waivers described above, total estimated operating
expenses for the Class A shares of the Portfolios would be as follows: the
Equity Fund--1.25%; the Balanced Fund--1.27%; the Intermediate Term Bond
Fund--1.12%; the Short Term Bond Fund--1.20%; the Municipal Bond
Fund--1.30%; the Short Term Municipal Bond Fund--1.31%; the Idaho Municipal
Bond Fund--1.11%.
<PAGE> 41

EXAMPLE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses (which include sales charges) on a $1,000 investment in
Class A shares, assuming a 5% annual return and redemption at the end of each time period:
Equity Fund............................................. $56 $80 $105 $178
Balanced Fund........................................... 56 80 105 178
Intermediate Term Bond Fund............................. 45 66 88 153
Short Term Bond Fund.................................... 25 46 69 136
Municipal Bond Fund..................................... 50 71 93 158
Short Term Municipal Bond Fund.......................... 25 46 69 136
Idaho Municipal Bond Fund............................... 50 71 93 158
</TABLE>

<TABLE>

The tables presented above are designed to assist an investor in understanding
the various costs and expenses that an investor in a Portfolio will bear
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "THE ADVISER" and "THE DISTRIBUTOR" in this Prospectus. The
information set forth in the tables above relates only to the Class A shares.
Each Portfolio also offers Institutional shares which are subject to the same
expenses except that Institutional shares do not bear certain distribution costs
or sales charges. The Equity Fund, Balanced Fund, Municipal Bond Fund and Idaho
Municipal Bond Fund also offer Class B shares. The expenses associated with the
Class B shares are described below.
<PAGE> 42

ANNUAL OPERATING EXPENSES FOR CLASS B SHARES

The following table summarizes the expenses that are expected to be incurred by
the Class B shares of the Equity Fund, Balanced Fund, Municipal Bond Fund and
Idaho Municipal Bond Fund. Because Class B shares have only recently been
offered, the estimated expenses presented below are based in part on the
expenses incurred by the Class A shares during Trust's most recent fiscal year.

<TABLE>
<CAPTION>
IDAHO
EQUITY BALANCED MUNICIPAL MUNICIPAL
FUND FUND BOND FUND BOND FUND
------------------------------------------
CLASS B CLASS B CLASS B CLASS B
SHARES SHARES SHARES SHARES
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable............ 5.00% 5.00% 5.00% 5.00%
ANNUAL OPERATING EXPENSES (AS A % OF NET ASSETS)
Management Fees (after waivers)(2)....................... .64% .61% .30% .57%
12b-1 Fees (after waivers)(3)............................ 1.00% 1.00% .90%(2) .90%(2)
Other Expenses(4)........................................ .26% .29% .45% .18%
- -----------------------------------------------------------------------------------------------------
Total Fund Operating Expenses (after waivers)(5)......... 1.90% 1.90% 1.65% 1.65%
=====================================================================================================
</TABLE>

(1) A $15 fee will be charged in connection with a wire transfer of redemption
proceeds.
(2) The Adviser has agreed to waive, on a voluntary basis, a portion of its fee,
and the management fee shown reflects that voluntary waiver. The Adviser
reserves the right to terminate its fee waiver at any time at its sole
discretion without notice to current or prospective shareholders. Absent
such fee waiver, the management fee would be 0.74% for the Equity Fund and
the Balanced Fund, and 0.60% for the Municipal Bond Fund and the Idaho
Municipal Bond Fund. Under the terms of the Distribution Plan for the Class
B shares, the Distributor is entitled to receive a distribution fee of up to
0.75% per annum of the average daily net assets of the Class B shares and a
shareholder servicing fee of up to 0.25% per annum of average daily net
assets of the Class B shares. The Distributor will collect an administrative
fee of 0.65% per annum of the average daily net assets of the Municipal Bond
Fund and the Idaho Municipal Bond Fund. The Distributor may elect to collect
the full distribution fee to which it is entitled under the Distribution
Plan for the Class B shares at any time. If the Distributor were to collect
the full asset based sales to which it is entitled, the total operating
expenses for the Class B shares of the Municipal Bond Fund and the Idaho
Municipal Bond Fund would be 1.75% per annum.
(3) As a result of 12b-1 fees, a long-term shareholder may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers, Inc.
(4) Other Expenses of the Portfolios include all expenses except nonrecurring
account fees, brokerage commissions and other capital items, and management
fees. The Trust's administrator (the "Administrator") has agreed to waive,
on a voluntary basis, a portion of its fee for the Idaho Municipal Bond
Fund, and the administration fee shown for those Portfolios reflects that
voluntary waiver. The Administrator reserves the right to terminate its fee
waiver at any time at its sole discretion without notice to current or
prospective shareholders. Absent such fee waiver, the annual administration
fee would be the greater of 0.20% of net assets or $100,000 for the Idaho
Municipal Bond Fund.
(5) Absent the voluntary fee waivers described above, total estimated operating
expenses for the Class B shares of the Portfolios would be as follows: the
Equity Fund--2.00%; the Balanced Fund--2.02%; the Municipal Bond
Fund--1.95%; the Idaho Municipal Bond Fund--1.71%.
<PAGE> 43

EXAMPLE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
An investor would pay the following expenses (which include the contingent deferred sales
charges) on a $1,000 investment in Class B shares, assuming a 5% annual return and
redemption at the end of each time period:
Equity Fund............................................. $69 $100 $123
Balanced Fund........................................... 69 100 123
Municipal Bond Fund..................................... 67 92 110
Idaho Municipal Bond Fund............................... 67 92 110
=========================================================================================
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
You would pay the following expenses on the same investment, assuming no redemption.
Equity Fund............................................. $19 $60 $103
Balanced Fund........................................... 19 60 103
Municipal Bond Fund..................................... 17 52 90
Idaho Municipal Bond Fund............................... 17 52 90
=========================================================================================
</TABLE>

The tables presented above are designed to assist an investor in understanding
the various costs and expenses that an investor in a Portfolio will bear
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "THE ADVISER" and "THE DISTRIBUTOR" in this Prospectus. The
information set forth in the tables above relates only to the Class B shares.
Each Portfolio also offers Institutional shares and Class A which are subject to
the same expenses except that Institutional shares do not bear certain
distribution costs or sales charges and Class A shares are subject to initial
sales charges and bear different distribution costs.

<PAGE> 44

FINANCIAL HIGHLIGHTS

Shown below are per share data, ratios and supplemental data for a Class A share
outstanding during the Trust's fiscal years ended January 31, 1998 and 1997 and
the period ended January 31, 1996. The financial information, for a Class A
share outstanding for the years ended January 31, 1998 and 1997, and for the
period ended January 31, 1996, has been audited by Deloitte & Touche LLP,
independent accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto. The Trust's financial statements for the year ended January 31, 1998,
appear, along with the report of Deloitte & Touche LLP, in the Trust's 1998
Annual Report to shareholders. Additional performance information is set forth
in the 1998 Annual Report to shareholders. The Trust's Annual Report to
Shareholders is available upon request and without charge by calling
1-800-472-0577.

For a Retail Class A Share Outstanding Throughout the Year or Period

<TABLE>
<CAPTION>
REALIZED
NET AND
ASSET DIVIDENDS DISTRIBUTIONS UNREALIZED NET ASSET
VALUE, NET FROM NET FROM GAINS VALUE,
BEGINNING INVESTMENT INVESTMENT CAPITAL (LOSSES) ON END OF TOTAL
OF PERIOD INCOME INCOME GAINS INVESTMENTS PERIOD RETURN+
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
For the years ended
January 31, 1998..................... $14.04 0.06 (0.06) (1.68) 2.98 $15.34 21.78%
January 31, 1997..................... $12.65 0.08 (0.08) (0.94) 2.33 $14.04 19.72%
For the period ended
January 31, 1996(1)**................ $10.52 0.14 (0.15) (0.72) 2.86 $12.65 32.34%*
BALANCED FUND
For the years ended
January 31, 1998..................... $12.00 0.28 (0.27) (0.64) 1.71 $13.08 16.92%
January 31, 1997..................... $11.78 0.31 (0.32) (0.78) 1.01 $12.00 11.81%
For the period ended
January 31, 1996(1)**................ $10.34 0.32 (0.31) (0.42) 1.85 $11.78 23.88%*
INTERMEDIATE TERM BOND FUND
For the years ended
January 31, 1998..................... $10.40 0.60 (0.60) -- 0.26 $10.66 8.60%
January 31, 1997..................... $10.82 0.60 (0.60) -- (0.42) $10.40 1.80%
For the period ended
January 31, 1996(1)**................ $10.16 0.56 (0.55) -- 0.65 $10.82 13.49%*
SHORT TERM BOND FUND
For the years ended
January 31, 1998..................... $10.00 0.55 (0.55) -- 0.04 $10.04 6.04%
January 31, 1997..................... $10.18 0.57 (0.58) -- (0.17) $10.00 4.04%
For the period ended
January 31, 1996(1)**................ $10.03 0.53 (0.52) -- 0.14 $10.18 7.55%*
SHORT TERM MUNICIPAL BOND FUND
For the years ended
January 31, 1998..................... $10.10 0.35 (0.35) (0.07) 0.05 $10.08 4.08%
January 31, 1997..................... $10.25 0.36 (0.36) (0.07) (0.08) $10.10 2.76%
For the period ended
January 31, 1996(1)**................ $10.01 0.33 (0.33) (0.05) 0.29 $10.25 6.99%*
IDAHO MUNICIPAL BOND FUND
For the years ended
January 31, 1998..................... $10.44 0.45 (0.45) (0.04) 0.45 $10.85 8.84%
January 31, 1997..................... $10.83 0.44 (0.44) (0.06) (0.33) $10.44 1.05%
For the period ended
January 31, 1996(1)**................ $10.21 0.41 (0.40) (0.12) 0.73 $10.83 12.60%*
MUNICIPAL BOND FUND
For the year ended
January 31, 1998..................... $10.01 0.46 (0.46) (0.12) 0.49 $10.38 9.78%
For the period ended
January 31, 1997(2)**................ $10.01 0.15 (0.15) -- -- $10.01 1.48%*
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Returns are for the period indicated and have not been annualized.

** Ratios for the period have been annualized.

+ Returns do not reflect any sales load that may be applicable.

(1) Commenced operations on March 6, 1995.

(2) Commenced operations on November 4, 1996.

(3) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
<PAGE> 45

FINANCIAL HIGHLIGHTS (Continued)

<TABLE>
<CAPTION>
RATIO OF RATIO OF RATIO OF
NET EXPENSES TO NET NET INCOME
ASSETS, RATIO OF AVERAGE NET INCOME TO TO AVERAGE
END OF EXPENSES ASSETS AVERAGE NET ASSETS PORTFOLIO AVERAGE
PERIOD TO AVERAGE (EXCLUDING NET (EXCLUDING TURNOVER COMMISSION
(000) NET ASSETS WAIVERS) ASSETS WAIVERS) RATE RATE(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
For the years ended
January 31, 1998....................... $9,756 1.15% 1.28% 0.33% 0.20% 36.68% $0.0603
January 31, 1997....................... $4,099 1.15% 1.31% 0.52% 0.36% 97.14% $0.0603
For the period ended
January 31, 1996(1)**.................. $1,769 1.15% 1.37% 0.99% 0.77% 103.85% N/A
BALANCED FUND
For the years ended
January 31, 1998....................... $3,869 1.15% 1.27% 2.23% 2.11% 30.91% $0.0600
January 31, 1997....................... $2,875 1.15% 1.32% 2.64% 2.47% 68.11% $0.0601
For the period ended
January 31, 1996(1)**.................. $1,664 1.15% 1.38% 3.06% 2.83% 59.74% N/A
INTERMEDIATE TERM BOND FUND
For the years ended
January 31, 1998....................... $2,776 1.00% 1.11% 5.75% 5.64% 20.91% N/A
January 31, 1997....................... $2,730 1.00% 1.18% 5.76% 5.58% 21.23% N/A
For the period ended
January 31, 1996(1)**.................. $ 963 1.00% 1.26% 5.74% 5.48% 85.16% N/A
SHORT TERM BOND FUND
For the years ended
January 31, 1998....................... $ 204 1.00% 1.18% 5.43% 5.25% 48.90% N/A
January 31, 1997....................... $ 443 1.00% 1.20% 5.74% 5.54% 40.80% N/A
For the period ended
January 31, 1996(1)**.................. $ 39 1.00% 1.23% 5.75% 5.52% 83.64% N/A
SHORT TERM MUNICIPAL BOND FUND
For the years ended
January 31, 1998....................... $ 223 1.00% 1.59% 3.49% 2.90% 64.76% N/A
January 31, 1997....................... $ 228 1.00% 1.51% 3.56% 3.05% 41.11% N/A
For the period ended
January 31, 1996(1)**.................. $ 212 1.00% 1.54% 3.49% 2.95% 114.09% N/A
IDAHO MUNICIPAL BOND FUND
For the years ended
January 31, 1998....................... $9,281 1.00% 1.37% 4.22% 3.85% 17.64% N/A
January 31, 1997....................... $5,475 1.00% 1.47% 4.15% 3.68% 29.13% N/A
For the period ended
January 31, 1996(1)**.................. $3,109 1.00% 1.58% 4.18% 3.60% 58.94% N/A
MUNICIPAL BOND FUND
For the year ended
January 31, 1998....................... $9,943 1.00% 1.32% 4.48% 4.16% 93.18% N/A
For the period ended
January 31, 1997(2)**.................. $4,895 1.00% 1.29% 4.35% 4.06% 19.21% N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Returns are for the period indicated and have not been annualized.

** Ratios for the period have been annualized.

+ Returns do not reflect any sales load that may be applicable.

(1) Commenced operations on March 6, 1995.

(2) Commenced operations on November 4, 1996.

(3) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
<PAGE> 46

THE TRUST

The Achievement Funds Trust (the "Trust") is an open-end series management
investment company that offers shares of beneficial interest in the following
investment portfolios: Equity Fund, Balanced Fund, Intermediate Term Bond Fund,
Short Term Bond Fund, Municipal Bond Fund, Short Term Municipal Bond Fund and
Idaho Municipal Bond Fund. Each of the Equity Fund, Balanced Fund, Municipal
Bond Fund and Idaho Municipal Bond Fund are divided into three classes of
shares, Institutional, Retail Class A and Retail Class B. The Trust's
Intermediate Term Bond Fund, Short Term Bond Fund and Short Term Municipal Bond
Fund are divided into two classes of shares, Institutional and Retail Class A.
This Prospectus offers the Class A shares and the Class B shares. Institutional
shares of the Portfolios differ from the Retail Shares with respect to
distribution costs, sales charges and dividends, and are only available for
purchase by financial institutions investing their own funds or funds for which
they act in a fiduciary, agency or custodial capacity. Retail Class A shares
differ from the Class B shares with respect to the distribution costs and sales
charges. Each of the Portfolios is diversified, except for the Idaho Municipal
Bond Fund which is a non-diversified portfolio. Investors may obtain additional
information pertaining to the Trust and the other classes of shares of the
Portfolios offered by writing to SEI Investments Distribution Co., Oaks, PA
19456 or by calling 1-800-472-0577 or through their sales representatives.

INVESTMENT OBJECTIVES AND POLICIES

EQUITY FUND

INVESTMENT OBJECTIVE

The Equity Fund seeks to provide long-term capital appreciation with current
income as a secondary consideration in selecting portfolio securities.

INVESTMENT POLICIES

Under normal market conditions, the Equity Fund invests in a diversified
portfolio of common stocks (including American Depository Receipts ("ADRs") and
securities convertible into or exchangeable for common stock) traded on U.S.
national securities exchanges (including NASDAQ). The Adviser selects securities
for this Portfolio using an investment strategy often characterized as "Growth
at a Price." Under this strategy, the Adviser purchases for the Equity Fund
securities of companies that have experienced growth in earnings provided that
the securities appear attractively priced based on proprietary valuation
methods. Generally, the Equity Fund will purchase securities of companies with
mid to large size market capitalization (over $100 million). If the Trust's
Adviser believes, however, that the securities of a company with a smaller
market capitalization have an attractive value, it may purchase such securities
for the Portfolio. Under normal conditions, the Equity Fund will invest at least
80% of its total assets in common stocks. The Equity Fund will not invest more
than 20% of its total assets in securities convertible into or exchangeable for
common stock. The Equity Fund may invest only in convertible debentures that
have received a rating of A or higher by Standard & Poor's Corporation ("S&P")
or A or higher by Moody's Investors Service ("Moody's") or are determined to be
of comparable quality by the Adviser at time of purchase.

In addition, under normal market conditions, the Equity Fund may invest up to
10% of its total assets in money market and U.S. equity index mutual funds.

For additional information regarding risks and permitted investments of the
Equity Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED
INVESTMENTS." For a description of ratings, see the "APPENDIX."
<PAGE> 47

BALANCED FUND

INVESTMENT OBJECTIVE

The Balanced Fund seeks to provide total return (both income and capital
appreciation) consistent with prudent investment risk.

INVESTMENT POLICIES

The Balanced Fund invests in a combination of equity and fixed income securities
and money market instruments. The Portfolio seeks total return in all market
conditions, with a special emphasis on minimizing declines in net asset value
during falling equity markets. The Balanced Fund invests primarily in equity
securities, intermediate maturity fixed income securities and money market
instruments.

Under normal market conditions, the Balanced Fund invests between 30-70% of its
total assets in a diversified portfolio of common stocks (including ADRs and
securities convertible into or exchangeable for common stock) traded on U.S.
national securities exchanges (including NASDAQ). The Adviser selects securities
for the Portfolio using an investment strategy often characterized as "Growth at
a Price." Under this strategy, the Adviser purchases for the Balanced Fund
securities of companies that have experienced growth in earnings provided that
the securities appear attractively priced based on proprietary valuation
methods. Generally, the Balanced Fund will purchase securities of companies with
mid to large size market capitalization (over $100 million). If the Adviser
believes, however, that the securities of a company with a smaller market
capitalization have an attractive value, it may purchase such securities for the
Portfolio. The Balanced Fund will not invest more than 20% of its total assets
in securities convertible into or exchangeable for common stock. It is currently
anticipated that the Balanced Fund will invest on the average over time
approximately 60% of its total assets in the foregoing types of securities.

In addition, the Balanced Fund may invest in U.S. equity index mutual funds and
in money market instruments, including money market mutual funds, securities
issued or guaranteed by the United States Government and its agencies or
instrumentalities, repurchase agreements, certificates of deposit or bankers'
acceptances issued by domestic banks or savings institutions with assets
exceeding $2.5 billion at the end of their most recent fiscal year and
commercial paper rated, at the time of purchase, in
<PAGE> 48

the top two categories by a national rating agency or determined to be of
comparable quality by the Adviser at time of purchase.

INTERMEDIATE TERM BOND FUND

INVESTMENT OBJECTIVE

The Intermediate Term Bond Fund seeks income consistent with prudent investment
risk and maintenance of appropriate liquidity.

INVESTMENT POLICIES

The Intermediate Term Bond Fund's permitted investments consist of the following
debt securities: fixed income securities, obligations issued by the U.S.
Government and its agencies and instrumentalities, zero coupon receipts
involving U.S. Treasury obligations and corporate bonds and debentures,
asset-backed securities, floating or variable rate corporate notes and Yankee
Bonds. The Portfolio may also invest in mortgage-backed securities (including
collateralized mortgage obligations), which are securities issued by government
sponsored entities, such as the Government National Mortgage Association, or by
private issuers that entitle the holder to a share of all interest and principal
payments from a pool of mortgage loans underlying the security. All of the
foregoing investment securities are considered by the Trust to be bonds and will
be rated BBB or higher by S&P or Baa or higher by Moody's at the time of
purchase, or will be determined to be of comparable quality by the Adviser at
the time of purchase, provided, however, that the Intermediate Term Bond Fund
may not invest more than 20% of its assets in bonds that are rated BBB by S&P or
Baa by Moody's or are determined to be of comparable quality by the Adviser. In
the event the credit quality of bonds purchased by the Intermediate Term Bond
Fund declines below the applicable criteria, the Adviser may consider selling
such securities. The Portfolio's investment in mortgage-backed securities,
asset-backed securities, floating or variable rate corporate notes and Yankee
Bonds will not exceed 40% of its total assets.

The Portfolio will have an aggregate average weighted maturity of three to ten
years. By so limiting the average weighted maturity of its investments, the
Portfolio's assets are expected to experience less price volatility in response
to changes in interest rates than similar securities with longer average
weighted maturities.

SHORT TERM BOND FUND

INVESTMENT OBJECTIVE

The Short Term Bond Fund seeks to preserve principal value and maintain a high
degree of liquidity while providing current income.

INVESTMENT POLICIES

The Short Term Bond Fund's permitted investments consist of the following debt
securities: fixed income securities, obligations issued by the U.S. Government
and its agencies and instrumentalities, zero coupon receipts involving U.S.
Treasury obligations and corporate bonds and debentures, asset-backed
securities, floating or variable rate corporate notes and Yankee Bonds. The
Portfolio may also invest in mortgage-backed securities (including
collateralized mortgage obligations), which are securities issued by government
sponsored entities, such as the Government National Mortgage Association, or by
private issuers that entitle the holder to a share of all principal and interest
payments from a pool of mortgage loans underlying the security. All of the
foregoing investment securities will be rated A or higher by S&P or by Moody's
at the time of purchase or determined to be of comparable quality by the Adviser
at the time of purchase, and are considered by the Trust to be bonds. In the
event the credit quality of the bonds purchased by the Short Term Bond Fund
declines below the applicable criteria, the Adviser will consider selling such
securities. The Portfolio's investments in mortgage-backed securities,
asset-backed securities, floating or variable rate corporate notes and Yankee
Bonds will not exceed 30% of its total assets.

The Portfolio will have an aggregate average weighted maturity of not more than
two years and individual securities held in the Portfolio may have a maximum
maturity of three years. By so limiting the maturity of its investments, the
Portfolio's assets are expected to experience less price volatility in response
to changes in interest rates than similar securities with longer maturities.

The Short Term Bond Fund may purchase securities on a "when-issued" basis and
reserves the right to engage in transactions involving standby commitments. In
addition, the Portfolio may borrow money in aggregate amounts not in excess of
5% of its total assets.

MUNICIPAL BOND FUND

INVESTMENT OBJECTIVES

The Municipal Bond Fund seeks to provide as high a level of current income that
is exempt from Federal income tax as is consistent with preservation of capital.

INVESTMENT POLICIES

Under normal market conditions, the Municipal Bond Fund will invest at least 80%
of its assets in municipal securities the interest on which is exempt from
regular Federal income taxes, based on opinions from bond counsel for the
issuers. This investment policy is a fundamental policy of the Municipal Bond
Fund. The issuers of these securities can be located in all fifty states, the
District of Columbia, Puerto Rico and other U.S. territories and possessions.
The
<PAGE> 50

Municipal Bond Fund will not invest more than 10% of its assets in municipal
securities of issuers located in any single state, territory or possession.
Under normal market conditions, the Municipal Bond Fund will invest at least 80%
of its total assets in securities the interest on which is not a preference item
for purposes of the alternative minimum tax. Although the Adviser intends to
invest solely in municipal securities, up to 20% of all of the assets of the
Municipal Bond Fund can be invested in U.S. Treasury obligations or when
suitable municipal securities are not available.

(i) Municipal bonds rated BBB or better by S&P or Baa or better by Moody's
provided, that Municipal bonds held by the Municipal Bond Fund will, on a
dollar-weighted basis, have a rating of A or better and the Municipal Bond Fund
may not invest more than 20% of its assets in municipal bonds rated BBB by S&P
or Baa by Moody's.

(ii) Municipal notes rated at least SP-1 by S&P or MIG-1 by Moody's.

(iii) Tax-exempt commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's.

(iv) Municipal lease obligations that have the ratings specified in (i) above or
that are of comparable quality as determined by the Adviser upon consideration
of relevant factors specified by the board of trustees of the Trust (the
"Trustees"), including the likelihood that the lease related to the obligation
will be cancelled or that funds will not be appropriated for payment thereof.
Municipal lease obligations that are subject to an annual appropriation by the
issuer may be purchased by the Municipal Bond Fund only if the security in
question is insured by an approved municipal insurance company (e.g. AMBAC
Indemnity Corporation, Municipal Bond Investors Assurance Corporation, Financial
Guaranty Insurance Company).

(v) Shares of mutual funds that invest primarily in municipal bonds, municipal
notes, tax-exempt commercial paper or municipal lease obligations that have the
ratings specified above. Up to 10% of the assets of the Municipal Bond Fund may
be invested in such mutual fund shares.

The Municipal Bond Fund may invest in variable and floating rate obligations,
municipal zero coupon securities, may purchase securities on a "when-issued"
basis and reserves the right to engage in transactions involving standby
commitments. The Municipal Bond Fund may invest up to 15% of its assets in
illiquid securities that are of comparable quality, as determined by the
Adviser, to the ratings discussed above. The Municipal Bond Fund may also borrow
money in aggregate amounts not in excess of 5% of its total assets.

For additional information regarding risks and permitted investments of the
Municipal Bond Fund, see "RISK FACTORS" and "DESCRIPTION OF CERTAIN PERMITTED
INVESTMENTS."

SHORT TERM MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Short Term Municipal Bond Fund seeks to provide as high a level of current
income that is exempt from Federal income tax as is consistent with preservation
of capital.

INVESTMENT POLICIES

Fund. The issuers of these securities can be located in all fifty states, the
District of Columbia, Puerto Rico and other U.S. territories and possessions.
The Short Term Municipal Bond Fund will not invest in securities the interest on
which is a preference item for purposes of the alternative minimum tax. The
Portfolio will generally maintain a dollar-weighted average portfolio maturity
of no more than three years and an individual security maturity of no more than
four years.

The Short Term Municipal Bond Fund may purchase the following types of municipal
securities, but only if such securities, at the time of purchase, have the
requisite ratings set forth below or are of comparable quality as determined by
the Adviser: (i) municipal bonds rated BBB or higher by S&P or Baa or higher by
Moody's, provided, however, that the Short Term Municipal Bond Fund may not
invest more than 20% of its assets in bonds rated BBB by S&P or Baa by Moody's;
(ii) municipal notes rated at least SP-1 by S&P or MIG-1 or VMIG-1 by Moody's;
and (iii) tax-exempt commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's. In the event the credit quality of municipal securities owned by the
Portfolio declines below the applicable criteria outlined above the Adviser may
consider selling such securities. The Short Term Municipal Bond Fund may also
purchase other types of tax exempt instruments as long as they are of a quality
equivalent to the bond, note or commercial paper ratings stated above, and may
invest up to 10% of its total assets in tax-exempt money market mutual funds.

The Short Term Municipal Bond Fund may invest in variable and floating rate
obligations, may purchase securities on a "when-issued" basis, and reserves the
right to engage in transactions involving standby commitments. The Portfolio may
also borrow money in aggregate amounts not in excess of 5% of its total assets.

IDAHO MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Idaho Municipal Bond Fund seeks to provide as high a level of current income
exempt from Federal and Idaho state income taxes as is consistent with
preservation of capital.

INVESTMENT POLICIES

The Idaho Municipal Bond Fund will invest at least 65% of its total assets in
municipal securities the interest on which is exempt from Federal and Idaho
state income taxes, based upon opinions from bond counsel for the issuers. This
investment policy is a fundamental policy of the Portfolio. The Idaho Municipal
Bond Fund may purchase the following types of municipal securities of issuers
located in Idaho, but only if such securities, at the time of purchase, have the
requisite ratings set forth below or are of comparable quality as determined by
the Adviser at the time of purchase: (i) municipal bonds rated BBB or higher by
S&P or Baa or higher by Moody's, provided, however, that the Idaho Municipal
Bond Fund may not invest more than 20% of its assets in bonds rated BBB by S&P
or Baa by Moody's; (ii) municipal notes rated at least SP-1 by S&P or MIG-1 or
VMIG-1 by Moody's; and (iii) tax-exempt commercial paper rated at least A-1 by
S&P or Prime-1 by Moody's. The Adviser will consider selling municipal
securities owned by the Portfolio for which credit quality declines below the
applicable criteria outlined above.

Under normal market conditions, the Idaho Municipal Bond Fund will invest at
least 80% of its total assets in securities the interest on which is not a
preference item for purposes of the alternative minimum tax. In addition, up to
20% of the Portfolio's total assets may be invested in tax-exempt money market
funds and other municipal securities, the interest on which is exempt from
Federal income taxes, but not from Idaho income tax, based upon opinions from
bond
<PAGE> 52

counsel for the issuers. Such investments will be of the same credit quality
discussed above.

The Idaho Municipal Bond Fund may invest in variable and floating rate
obligations, may purchase securities on a "when-issued" basis, and reserves the
right to engage in transactions involving standby commitments. The Portfolio may
also borrow money in aggregate amounts not in excess of 5% of its total assets.

GENERAL INVESTMENT POLICIES

For temporary defensive purposes when the Adviser determines that market
conditions warrant, (i) the Equity Fund, the Balanced Fund, the Intermediate
Term Bond Fund and the Short Term Bond Fund each may invest up to 100% of its
assets in money market instruments consisting of securities issued or guaranteed
by the United States Government, its agencies or instrumentalities, repurchase
agreements, certificates of deposit and bankers' acceptances issued by domestic
banks or savings and loan associations having net assets of at least $2.5
billion as of the end of their most recent fiscal year, and commercial paper
rated, at the time of purchase, in the top two categories by a national rating
agency or determined to be of comparable quality by the Adviser at the time of
purchase, and other long- and short-term debt instruments which are rated A or
higher by S&P or Moody's at the time of purchase, and may hold a portion of its
assets in cash reserves, and (ii) the Municipal Bond Fund, the Short Term
Municipal Bond Fund and the Idaho Municipal Bond Fund may each invest up to 100%
of its assets in tax-exempt money market mutual funds, U.S. Treasury obligations
and cash reserves. To the extent that any Portfolio is engaged in temporary
defensive investments, it will not be pursuing its investment objective.

The Advisor expects that under normal circumstances the annual turnover rate for
the investments of the Portfolios will be less then 100%.

RISK FACTORS

rates. Changes by recognized agencies in the credit rating of any fixed income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Changes in the value of
portfolio securities will not necessarily affect cash income derived from those
securities but will affect the net asset value of a Portfolio's shares.

RATED SECURITIES (BALANCED FUND, INTERMEDIATE TERM BOND FUND, MUNICIPAL BOND
FUND, SHORT TERM MUNICIPAL BOND FUND AND IDAHO BOND FUND)--The Balanced Fund,
the Intermediate Term Bond Fund, the Municipal Bond Fund, the Short Term
Municipal Bond Fund and the Idaho Municipal Bond Fund may invest in securities
rated as investment grade by either S&P or Moody's. Up to 20% of the assets of
the Balanced Fund that are invested in fixed income securities and convertible
securities, and up to 20% of the assets of the Intermediate Term Bond Fund, the
Municipal Bond Fund, the Short Term Municipal Bond Fund, and the Idaho Municipal
Bond Fund, may be invested in bonds in the lowest investment grade debt category
(i.e., bonds rated BBB by S&P or Baa by Moody's), which have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity on the part of the issuer of such bonds to
make principal and interest payments than is the case with higher grade bonds.
The Portfolios may retain a security which was rated as investment grade at the
time of purchase but whose rating is subsequently downgraded below investment
grade.

municipal securities is contained in the Statement of Additional Information.

THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

INVESTMENT LIMITATIONS

No Portfolio may:

1. With respect to 75% of its total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities) if, as a result, (a) more than 5% of the
Portfolio's total assets would be invested in the securities of such issuer, or
(b) the Portfolio would hold more than 10% of the outstanding securities of that
issuer, except that this limitation shall not be applicable to the Idaho
Municipal Bond Fund.

2. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agents or instrumentalities),
if, as a result, more than 25% of the total assets of the Portfolio would be
invested in the securities of one or more companies whose principal business
activities are in the same industry.

FUNDAMENTAL POLICIES

The investment objectives and investment limitations stated above are
fundamental policies of the Portfolios. Fundamental policies cannot be changed
with respect to a Portfolio without the consent of the holders of a majority of
that Portfolio's outstanding shares. The term "majority of the outstanding
shares" of a Portfolio as used in this Prospectus means the vote of (i) 67% or
more of the Portfolio's shares present at a meeting, if the holders of more than
50% of the outstanding shares of the Portfolio are present or represented by
proxy, or (ii) more than 50% of the Portfolio's outstanding shares, whichever is
less.

THE ADVISER

Under the Advisory Agreement, FSIM is entitled to receive a fee for the services
it provides, which is calculated daily and paid monthly, at an annual rate of
0.74% of the average daily net assets of the Equity Fund and the Balanced Fund,
and at an annual rate of 0.60% of the average daily net assets of the
Intermediate Term Bond Fund, the Short Term Bond Fund, the Municipal Bond Fund,
the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund. The
Adviser has voluntarily waived a portion of its fee for the Trust's current
fiscal year so that total operating expenses for the Equity Fund and the
Balanced Fund (excluding 12b-1 fees) will not exceed 0.90%, and the total
operating expenses for
<PAGE> 55

the Intermediate Term Bond Fund, the Municipal Bond Fund, the Short Term Bond
Fund, the Short Term Municipal Bond Fund and the Idaho Municipal Bond Fund
(excluding 12b-1 fees) will not exceed 0.75%. The Adviser may revoke its fee
waivers at any time at its sole discretion without notice to any current or
prospective shareholder. For the fiscal year ended January 31, 1998, the Adviser
received advisory fees in amounts equal to the following annual percentage rates
applied to the average daily net assets of the Portfolios indicated: 0.64% for
the Equity Fund; 0.61% for the Balanced Fund; 0.48% for the Intermediate Term
Bond Fund; 0.40% for the Short Term Bond Fund; .30% for the Municipal Bond Fund;
0.60% for the Short Term Municipal Bond Fund; and 0.57% for the Idaho Municipal
Bond Fund.

FSIM, incorporated in August 1984, is a wholly-owned, indirect subsidiary of
First Security Corporation, a financial services organization and registered
bank holding company with headquarters in Utah. In addition to advising the
Portfolios, FSIM's advisory experience includes the management of various
collective and common investment funds and the provision of investment
management services to another investment company, banks and thrift
institutions, corporate and profit-sharing trusts, Taft-Hartley organizations,
municipal and state retirement funds, charitable foundations, endowments and
individual investors throughout the United States. FSIM had approximately $5.8
billion under management at December 31, 1997. FSIM is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and
has offices at 61 South Main Street, Salt Lake City, Utah 84111, at 119 North
9th Street, Boise, Idaho 83730 and at 40 First Plaza NW, 3rd Floor, Albuquerque,
New Mexico 87102.

The following individuals are responsible for the day-to-day management of the
Portfolios indicated.

EQUITY FUND--Sterling K. Jenson, CFA, is President of the Adviser and has been
responsible for the Equity Fund since its inception in December, 1994. He joined
the Adviser in 1990 as a Vice President and Senior Portfolio Manager, and
managed the First Security Common Stock Fund and EB Common Stock Fund from
December, 1993 to December, 1994 when those funds were converted into the Equity
Fund.

BALANCED FUND--Curtis J. Anderson, CFA, is a Senior Vice President and Senior
Portfolio Manager of the Adviser and has been responsible for the Balanced Fund
since inception. He joined the Adviser in 1991 as an Assistant Vice President
and Portfolio Manager. Prior to joining the Adviser, Mr. Anderson served as a
Trust Investment Officer with West One Trust Company from 1989 to 1991.

INTERMEDIATE TERM BOND FUND AND SHORT TERM BOND FUND--Mark L. Anderson is a Vice
President and Senior Portfolio Manager of the Adviser and has been responsible
for the Intermediate Term Bond Fund and Short Term Bond Fund since inception and
has been a portfolio manager for the past five years. Mr. Anderson joined the
Adviser in 1984 and has managed bond, money market, balanced and equity
portfolios since that time.

MUNICIPAL BOND FUND AND SHORT TERM MUNICIPAL BOND FUND--Richard K. Baird, CFA,
is a Vice President and Senior Portfolio Manager of the Adviser and has been
responsible for the Municipal Bond Fund, and Short Term Municipal Bond Fund
since May 30, 1997. Mr. Baird was a Senior Portfolio Manager with First Security
Investment Management since 1996, with Seafirst Bank (BankAmerica) from 1987 to
1996 and The First National Bank of Colorado Springs, Colorado from 1982 to
1986.

IDAHO MUNICIPAL BOND FUND--John B. Tousley is a Vice President and Senior
Portfolio Manager of the Adviser and has recently assumed portfolio management
responsibilities for the Idaho Municipal Bond Fund. He joined the Adviser in
1996. From 1993 to 1996, Mr. Tousley served as both a portfolio manager and
analyst for US Bank, managing fixed-income, equity and balanced portfolios.

from sponsoring, organizing, controlling, or distributing the shares of a
registered, open-end investment company continuously engaged in the issuance of
its shares, and prohibit banks generally from issuing, underwriting, selling or
distributing securities, but do not prohibit such a bank holding company or
affiliate from acting as investment adviser, transfer agent, or custodian to
such an investment company, or from purchasing shares of such a company as agent
for and upon the order of a customer, or from performing any combination of such
services. FSIM and the Trust believe that FSIM may perform the advisory services
for the Trust described in this Prospectus. However, future changes in legal
requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of present requirements, could
prevent FSIM from continuing to perform investment advisory services for the
Trust.

THE ADMINISTRATOR

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), Oaks, PA 19456, a
wholly-owned subsidiary of SEI, serves as the distributor for the Portfolios
pursuant to a distribution agreement (the "Distribution Agreement") which
applies to Institutional and Retail Class A shares of the Portfolios and to the
Retail Class B shares of the Equity Fund, Balanced Fund, Municipal Bond Fund and
Idaho Municipal Bond Fund. The Trust has adopted a distribution plan for the
Class A shares (the "Class A Plan") of the Portfolios and a separate
distribution plan for the Class B shares of the Equity Fund, Balanced Fund,
Municipal Bond Fund and Idaho Municipal Bond Fund (the "Class B Plan") in
accordance with the provisions of Rule 12b-1 under the 1940 Act. The Trust may
also execute brokerage or other agency transactions through the Distributor for
which the Distributor may receive usual and customary compensation. The Trust
intends to operate the Class A Plan and Class B Plan in accordance with its
terms and with the National Association of Securities Dealers, Inc. ("NASD")
rules concerning sales charges.

THE CLASS A PLAN

The Distribution Agreement and Class A Plan provide for payment to the
Distributor of a total fee in connection with the servicing of shareholder
accounts of the Class A shares, calculated and payable monthly, at the annual
rate of 0.25% of the value of the average daily net assets of such class. All or
any portion of such total fee may be payable as a Shareholder Servicing Fee, and
all or any portion of
<PAGE> 57

such total fee may be payable as a Distribution Fee, as determined from time to
time by the Trustees of the Trust. All such fees are currently designated and
payable as a Shareholder Servicing Fee.

The Shareholder Servicing Fee may be used by the Distributor to provide
compensation for ongoing servicing or maintenance of shareholder accounts with
respect to the Class A shares of the Portfolios of the Trust. Compensation may
be paid by the Distributor to persons, including employees of the Distributor,
and institutions who respond to inquiries of holders of Class A shares regarding
their ownership of shares or their accounts with the Trust or who provide other
administrative or accounting services not otherwise provided by the Adviser,
transfer agent or other agent of the Trust.

Payments under the Class A Plan are not tied exclusively to the expenses for
shareholder servicing activities actually incurred by the Distributor, so that
such payments may exceed expenses actually incurred by the Distributor. The
Trust's Board of Trustees will evaluate the appropriateness of the Class A Plan
and its payment terms on a continuing basis and in doing so will consider all
relevant factors, including expenses borne by the Distributor and amounts it
receives under the plan.

The Trust's Adviser and the Distributor may, at their option and in their sole
discretion, make payments from their own resources to cover costs of additional
shareholder servicing activities.

THE CLASS B PLAN

The Distribution Agreement and Class B Plan provide for payment to the
Distributor of a distribution fee, calculated and payable monthly, at an annual
rate of up to and including 0.75% of the value of the average daily net assets
of the Class B Shares, or such lesser amount as may be determined from time to
time by the Trustees of the Trust, and a shareholder servicing fee, calculated
and payable monthly, at an annual rate of up to and including 0.25% of the value
of the average daily net assets of the Class B shares, or such lesser amount as
may be established from time to time by the Trustees of the Trust. The
Distributor has elected to collect a distribution fee for the Class B shares of
the Municipal Bond Fund and Idaho Municipal Bond Fund of 0.65% per annum, but
reserves the right to collect the full distribution fee payable under the Class
B Plan at any time.

The shareholder servicing fee may be used by the Distributor to provide
compensation for ongoing servicing and maintenance of shareholder accounts with
respect to Class B shares. Compensation may be paid by the Distributor to
persons, including employees of the Distributor, and institutions that respond
to inquiries of holders of Class B shares regarding their ownership of such
shares or their accounts with the Trust or who provide administrative or
accounting services not otherwise required to be provided by the Trust's
investment adviser, transfer agent or other agent of the Trust.

The distribution fee may be used by the Distributor to provide initial and
ongoing sales compensation to its employees and to other broker-dealers in
respect of sales of Class B shares of the applicable Portfolios of the Trust and
to pay for other advertising and promotional expenses in connection with the
distribution of the Class B shares. These advertising and promotional expenses
include, by way of example but not by way of limitation, costs of printing and
mailing prospectuses, statements of additional information and shareholder
reports to prospective investors; preparation and distribution of sales
literature; advertising of any type; an allocation of overhead and other
expenses of the Distributor related to the distribution of such shares; and
payments to, and expenses of, officers, employees or representatives of the
Distributor, of other broker-dealers, banks or other financial institutions, and
of any other person who provides support service in connection with the
distribution of such shares, including travel, entertainment and telephone
expenses.

Payments under the Class B Plan are not tied exclusively to the expenses for
shareholder servicing and distribution related activities actually incurred by
the Distributor, so that such payments may exceed
<PAGE> 58

expenses actually incurred by the Distributor. The Trust's Board of Trustees
will evaluate the appropriateness of the Plan and its payment terms on a
continuing basis and in doing so will consider all relevant factors, including
expenses borne by the Distributor and amounts it receives under the plan.

The Trust's investment adviser and the Distributor may, at their option and in
their sole discretion, make payments from their own resources to cover costs of
additional distribution and shareholder servicing activities.

YEAR 2000 ISSUE

PURCHASE, EXCHANGE AND REDEMPTION OF RETAIL SHARES

PARTICIPATING DEALERS

Retail Shares of the Portfolios may be purchased, exchanged or redeemed through
a financial intermediary, such as a broker-dealer, bank or other financial
institution or organization, which has entered into an agreement with the
Distributor to sell Retail Shares (a "Participating Dealer"). Persons
("Customers") wishing to purchase Retail Shares, or who wish to exchange or
redeem Retail Shares already purchased, should contact their Participating
Dealer for information about the services available to them and for specific
instructions on how to purchase, exchange or redeem Retail Shares.

The Distributor has entered into an agreement with First Security Investor
Services, Inc. ("FSIS") authorizing FSIS to sell Retail Shares as a
Participating Dealer. FSIS representatives may be contacted at:

First Security Investor Services
61 South Main Street
Salt Lake City, Utah 84111
(800) 574-6609

Participating Dealers may impose a cut-off time earlier than those described
below for receipt of purchase, exchange or redemption orders directed through
them to allow for processing and transmittal of those orders to the Transfer
Agent for effectiveness the same day. Retail Shares purchased by Customers
through Participating Dealers may be held of record by the Participating Dealer.
Customers who desire to transfer the registration of Retail Shares beneficially
owned by them but held of record by a Participating Dealer should contact their
Participating Dealer to accomplish such change. Depending upon the terms of a
particular Customer account, a Participating Dealer may charge a Customer
account fees. Information concerning these services and any charges should be
obtained by the Customer from the Participating Dealer.

GENERAL INFORMATION ON PURCHASES

Customers wishing to purchase Retail Shares of the Portfolios should contact a
Participating Dealer for information on the services available to them and for
specific instructions on how to purchase Retail Shares. The Participating Dealer
may indicate that the Customer may purchase Retail Shares by contacting the
Transfer Agent directly by mail or by wire as described below. Existing
shareholders may purchase additional Retail Shares through an automatic
<PAGE> 59

investment plan or exercise of a distribution investment option.

Purchase Orders for Class A shares will be executed at a price per share equal
to the net asset value next determined after the receipt of the purchase order
by the Distributor (plus any applicable sales charge). Purchase orders for Class
B shares will be executed at a price per share equal to the net asset value next
determined after receipt of the purchase order by the Distributor, without an
initial sales charge, but Class B shares will be subject to a contingent
deferred sales charge if they are redeemed within six years after purchase.

The minimum initial investment in Retail Shares is $1,000; however, the minimum
investment may be waived at the Distributor's discretion. All subsequent
purchases must be in amounts of at least $100 (including purchases through
payroll deductions authorized pursuant to pre-approved payroll deduction plans);
however, the subsequent purchase amount may be waived at the Distributor's
discretion. Purchase orders for Class B shares may not exceed $500,000. Retail
Shares may be purchased on days on which the New York Stock Exchange is open for
business ("Business Days"). Orders for the purchase of Retail Shares must be
received before 4:00 p.m. Eastern Time on any Business Day for the order to be
accepted on that Business Day. Purchase or redemption orders received after the
net asset value has been determined will be priced at the next Business Day's
net asset value. The Trust reserves the right to reject a purchase order when
the Distributor determines that it is not in the best interest of the Trust or
shareholders to accept such purchase order.

PURCHASE BY MAIL

A Customer may purchase Retail Shares of a Portfolio by completing and signing
an Account Application form and mailing it, along with a check (or other
negotiable bank instrument or money order) payable to "The Achievement Funds
Trust, (Portfolio Name)" to a Participating Dealer, or in some cases to the
Transfer Agent at P.O. Box 419448, Kansas City, Missouri 64141-6448. All
purchases made by check should be in U.S. dollars and made payable to "The
Achievement Funds Trust, (Portfolio Name)." Third party checks, credit card
checks and cash will not be accepted. Orders placed by mail will be executed on
receipt of payment by the Transfer Agent. If a Customer's check does not clear,
the purchase will be canceled and the Customer could be liable for any losses or
fees incurred.

Account Application forms may be obtained by calling the Distributor at
1-800-472-0577.

PURCHASE BY WIRE

A Customer may purchase Retail Shares by wiring funds through the Federal
Reserve wire transfer system ("Fedwire"), provided that an Account Application
has been previously received. Customers purchasing shares by wire should
instruct their bank to transfer funds by wire to: United Missouri Bank of
Kansas, N.A.; ABA #10-10-00695; for Account #98-7060-046-3; further credit [Name
of Portfolio]. The wire instructions must include the Customer's name and
account number. An order to purchase shares by wire will be deemed to have been
received by the Trust on the Business Day of the wire, provided that the
Customer wires funds to the Transfer Agent prior to 4:00 p.m. Eastern time. If
the Transfer Agent does not receive the wire by 4:00 p.m. Eastern time, the
order will be executed the next business day.

AUTOMATIC INVESTMENT PLAN

Retail Shares of a Portfolio may be purchased systematically through transfers
from checking or savings accounts maintained by certain banks. Customers may
purchase Retail Shares on a fixed schedule (monthly, quarterly, semi-annually or
annually) with a minimum investment amount of $100, which may be waived. The
Automatic Investment Plan is subject to sales charges, minimum purchase amounts
and minimum maintained balance requirements disclosed in "General Information on
Purchases", "Alternative Sales Charge Options" and under "Other Information
Regarding Redemptions".

<PAGE> 60

DISTRIBUTION INVESTMENT OPTION

If directed by the Customer, distributions of dividends and capital gains made
by a Portfolio may be invested in shares of the same class of one of the other
Portfolios, if such shares are available for sale. Investments of distributions
in shares of one of the other Portfolios must meet the applicable initial
investment minimum, or be made in an existing account and meet the applicable
additional purchase minimum. Such investments will not be subject to sales
charges. A Customer considering the Distribution Investment Option should
consider the differences in objectives and policies of another Portfolio before
making any investment in such Portfolio. The Trust reserves the right to
terminate this Distribution Investment Option without further notice to
shareholders.

ALTERNATIVE SALES CHARGE OPTIONS

OVERVIEW

Investors may purchase Retail Shares of the Portfolios at a price equal to their
net asset value per share plus a sales charge which, at the investor's election,
may be imposed either (i) at the time of the purchase (the Class A "initial
sales charge alternative"), or (ii) on a contingent deferred basis (the Class B
"deferred sales charge alternative"). Each class represents a Portfolio's
interest in a portfolio of investments. The classes have the same rights and are
identical in all respects except that (i) Class B shares bear the expenses of
the deferred sales charge arrangement and distribution and service fees
resulting from such sales arrangement, (ii) each class has exclusive voting
rights with respect to approvals of any Rule 12b-1 distribution plan related to
that specific class (although Class B shareholders must approve any material
increase in distribution fees imposed on Class A shares so long as Class B
shares convert into Class A shares), (iii) only Class B shares carry a
conversion feature and (iv) each class has different exchange privileges. See
"Exchange Privileges." Sales personnel of broker-dealers distributing the
Trust's shares, and other persons entitled to receive compensation for selling
such shares, may receive differing compensation for selling Class A or Class B
shares.

The alternative purchase arrangement permits investors to choose the method of
purchasing shares that is more beneficial to them. The amount of purchase and
the length of time the investor expects to hold the shares will be factors in
determining the best sales charge option. Investors should consider, over the
time they expect to maintain their investment, whether the accumulated
distribution and service fees and contingent deferred sales charges on Class B
shares prior to conversion would be less than the initial sales charge on Class
A shares, and to what extent such differential would be offset by the expected
higher yield of Class A shares. Class A shares will normally be more beneficial
if the investor qualifies for reduced sales charges as described below.

INITIAL SALES CHARGES -- CLASS A SHARES

The purchase of Class A shares of a Portfolio is subject to a sales charge which
varies depending on the size of the purchase and which of the Portfolio's shares
are being purchased. The following tables show the regular sales charges on
Class A shares of a Portfolio to a single purchaser, together with the
reallowance paid to dealers and the agency commission paid to brokers
(collectively, the "Commission").
<PAGE> 61

EQUITY FUND AND BALANCED FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
REALLOWANCE AND
SALES CHARGE AS SALES CHARGE AS BROKERAGE COMMISSIONS
A PERCENTAGE OF A PERCENTAGE OF AS A PERCENTAGE
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OF OFFERING PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
less than $25,000................... 4.50% 4.71% 4.05%
$25,000 but less than $50,000....... 4.00% 4.17% 3.60%
$50,000 but less than $100,000...... 3.50% 3.63% 3.15%
$100,000 but less than $250,000..... 3.00% 3.09% 2.70%
$250,000 but less than $500,000..... 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000... 2.00% 2.04% 1.80%
$1,000,000 and over(1).............. -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>

INTERMEDIATE BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
REALLOWANCE AND
SALES CHARGE AS SALES CHARGE AS BROKERAGE COMMISSIONS
A PERCENTAGE OF A PERCENTAGE OF AS A PERCENTAGE
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OF OFFERING PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
less than $50,000................... 3.50% 3.63% 3.15%
$50,000 but less than $100,000...... 3.00% 3.09% 2.70%
$100,000 but less than $250,000..... 2.50% 2.56% 2.25%
$250,000 but less than $500,000..... 2.00% 2.04% 1.80%
$500,000 but less than $1,000,000... 1.50% 1.52% 1.35%
$1,000,000 and over(1).............. -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>

SHORT TERM BOND FUND AND SHORT TERM MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
REALLOWANCE AND
SALES CHARGE AS SALES CHARGE AS BROKERAGE COMMISSIONS
A PERCENTAGE OF A PERCENTAGE OF AS A PERCENTAGE
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OF OFFERING PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
less than $100,000.................. 1.50% 1.52% 1.35%
$100,000 but less than $250,000..... 1.00% 1.01% 0.90%
$250,000 but less than $500,000..... 0.75% 0.76% 0.68%
$500,000 but less then $1,000,000... 0.50% 0.50% 0.45%
$1,000,000 and over(1).............. -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 62

MUNICIPAL BOND FUND AND IDAHO MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
REALLOWANCE AND
SALES CHARGE AS SALES CHARGE AS BROKERAGE COMMISSIONS
A PERCENTAGE OF A PERCENTAGE OF AS A PERCENTAGE
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OF OFFERING PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
less than $50,000................... 4.00% 4.17% 3.60%
$50,000 but less than $100,000...... 3.50% 3.63% 3.15%
$100,000 but less than $250,000..... 3.00% 3.09% 2.70%
$250,000 but less than $500,000..... 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000... 2.00% 2.04% 1.80%
$1,000,000 and over(1).............. -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>

(1) Although no sales charge is paid by a Customer investing amounts over
$1,000,000, a brokerage commission may be paid in connection with such
transactions.

Under certain circumstances, commissions up to the amount of the entire sales
charge may be reallowed to certain investment professionals, who might then be
deemed to be "underwriters" under the Securities Act of 1933, as amended.

REDUCTION OF SALES CHARGE: RIGHT OF ACCUMULATION. In calculating the sales
charge rates applicable to current purchases of a Portfolio's Class A shares, a
single purchaser is entitled to combine current purchases with the current
market value of previously purchased Class A shares of a Portfolio, or
previously purchased shares of certain classes of shares of certain portfolios
of the SEI Family of Funds offered as part of the Achievement Funds, which are
sold subject to a comparable sales charge. See the tables above for the sales
charge on quantity purchases.

REDUCTION OF SALES CHARGE: LETTER OF INTENT. Reduced sales charges are also
applicable to the aggregate amount of purchases made by any qualified Customer
within a 13-month period pursuant to a written Letter of Intent provided to the
Distributor that does not legally bind the signer to purchase any set number of
Class A shares and provides for the holding in escrow by the Distributor of 5%
of the amount purchased until such purchase is completed within the 13-month
period. A Letter of Intent may be dated to include Class A shares purchased up
to 90 days prior to the date the Letter of Intent is signed. The 13-month period
begins on the date of the earliest purchase. If the intended investment is not
completed, the Distributor will surrender an appropriate number of the escrowed
Class A shares for redemption in order to recover the difference between the
sales charge imposed under the Letter of Intent and the sales charge that would
have otherwise been imposed.

REINSTATEMENT PRIVILEGE. A shareholder who has redeemed Class A shares of any
Portfolio has a one-time right to reinvest the redemption proceeds in Class A
shares of that Portfolio at net asset value as of the time of reinvestment. Such
a reinvestment must be made within 30 days of the redemption and is limited to
the amount of the redemption proceeds. Although redemptions and repurchases of
shares are taxable events, a reinvestment within such 30-day period in the same
fund is considered a "wash sale" and results in the inability to recognize
currently all or a portion of a loss realized on the original redemption for
federal income tax purposes. The shareholder or his or her Participating Dealer
must notify the Transfer Agent at the time the trade is placed that the
transaction is a reinvestment.

SALES CHARGE WAIVERS. No sales charge is imposed on Class A shares of the
Portfolios (i) issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Trust is a party, (ii) sold to
dealers or
<PAGE> 63

brokers that have a sales agreement with the Distributor for their own account
or for retirement plans for employees or sold to present employees of dealers or
brokers that certify to the Distributor at the time of purchase that such
purchase is for their own account, (iii) sold to present employees of SEI or one
of its affiliates; (iv) sold to present or retired employees of First Security
Corporation or one of its affiliates or their spouses or minor children; (v)
sold to persons participating in certain financial services programs offered by
the bank affiliates of First Security Corporation and authorized for sales
charge waiver by the Distributor; (vi) sold to tax exempt organizations
enumerated in Section 501(c) of the Internal Revenue Code or qualified employee
benefit plans created under Section 401, 403(b)(7) or 457 of the Internal
Revenue Code (but not IRAs or SEPs); (vii) sold to Trustees and officers of the
Trust; (viii) purchased with the proceeds from the recent redemption of shares
of another Portfolio as set forth above under Reinstatement Privilege; (ix)
purchased through the exercise of a Distribution Option described above; and (x)
purchased with proceeds from the recent redemption of shares of a registered
open-end management investment company for which a front-end sales load was paid
(deferred sales charges paid upon redemption do not qualify for this waiver).

The waiver of the sales charge under clause (x) applies only if the following
conditions are met: the purchase must be made within 30 days of the redemption;
the Distributor must be notified in writing by the investor, or his or her
agent, at the time the purchase is made; and a copy of the investor's account
statement showing such redemption must accompany such notice. The waiver policy
with respect to the purchase of Class A shares through the use of proceeds from
a recent redemption above may be discontinued at any time without notice.
Investors should contact the Distributor to confirm continued availability prior
to initiating the procedures described above.

CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES

If a shareholder redeems Class B shares within six years of purchase, the
shareholder will pay the applicable contingent deferred sales charge shown on
the table below. No contingent deferred sales charge will be imposed (i) on
redemptions of Class B shares made 6 years after the date such shares were
purchased, (ii) on Class B shares acquired through the reinvestment of dividends
and distributions attributable to Class B shares, (iii) on Class B shares
acquired in an exchange (see "Exchange Privileges" below), (iv) on amounts that
represent capital appreciation in the shareholders account above the purchase
price of Class B shares, (v) following the registered shareholder's (or in the
case of joint accounts, all registered joint owners') death or disability, as
defined in Section 72(m)(7) of the Code (provided the Distributor is notified of
such death or disability at the time of the redemption request and is provided
with satisfactory evidence of such death or disability) and (vi) in connection
with certain required distributions from individual retirement accounts,
custodial accounts maintained pursuant to Code Section 403(b), deferred
compensation plans qualified under Code Section 457 and plans qualified under
Code Section 401 (collectively, "Retirement Plans").

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE AS A
YEAR SINCE PERCENTAGE OF
PURCHASE MADE DOLLAR AMOUNT
- --------------------------------------------------
<S> <C>
First........................ 5%
Second....................... 4%
Third........................ 4%
Fourth....................... 3%
Fifth........................ 2%
Sixth........................ 1%
Seventh and Following........ None
</TABLE>

In determining whether a contingent deferred sales charge is applicable, the
Trust will assume that a redemption is made first, of any shares held in the
shareholder's account that are not subject to a contingent deferred sales
charge; second, of shares
<PAGE> 64

derived from reinvestment of dividends and distributions; third, of shares held
for more than 6 years; and fourth, of shares held for less than 6 years from
date of purchase. The applicable contingent deferred sales charge will be
applied against the lesser of the current market value of the shares redeemed or
their original cost.

The Distributor may pay sales commissions to dealers and institutions who sell
Class B shares of the Portfolios at the time of such sales. Sales commissions
paid with respect to Class B shares of the Equity Fund and Balanced Fund will
equal 4.25% of the purchase price of those Class B shares sold by the dealer or
institution. Sales commissions paid with respect to Class B shares of the
Municipal Bond Fund and Idaho Municipal Bond Fund will equal 4.00% of the
purchase price of such Class B shares sold by the dealer or institution.
Beginning in the 13th month following a sale of Class B shares, the dealer or
institution will receive a servicing fee with respect to shares sold in an
amount equal to 0.25% of the purchase price annually for shareholder services
provided to the Trust. The portion of the payments to the Distributor under the
Class B Plan which constitutes an asset based sales charge (0.75% for the Equity
Fund and Balanced Fund, and 0.65% for the Municipal Bond Fund and Idaho
Municipal Bond Fund, after waivers) is intended in part to permit the
Distributor to recoup a portion of such commissions plus financing costs.

OTHER INFORMATION REGARDING PURCHASES

Retail Shares of the Portfolio are sold on a continuous basis and are offered
only to residents of states in which Retail Shares are eligible for purchase. No
certificates representing Retail Shares will be issued. The net asset value per
share of a Portfolio used in determining the purchase price of Retail Shares is
calculated by dividing the total value of its investments and other assets, less
any liabilities, by the total outstanding shares of the Portfolio. The
Portfolio's investments will be valued at their last sales price as described in
the Statement of Additional Information. Net asset value per share is determined
daily as of the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. Eastern time) on any Business Day.

The Distributor may, from time to time and at its own expense, provide
promotional incentives in the form of cash or other compensation to certain
investment professionals or financial institutions whose registered
representatives have sold or are expected to sell significant amounts of the
Retail Shares of the Portfolios. Such other compensation may take the form of
payments for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or outside
of the United States.

EXCHANGE PRIVILEGES

CLASS A SHARES

Once payment for Class A shares has been received (i.e., an account has been
established), a shareholder may exchange some or all of such shares for Class A
shares of other Portfolios of the Trust or for Class D shares of certain
portfolios of the SEI Family of Funds currently offered as part of The
Achievement Funds, including the Treasury Securities Portfolio of the SEI Liquid
Asset Trust (the "SEI Money Market Fund"), the Small Cap Growth Portfolio of the
SEI Institutional Managed Trust and the Core International Equity Portfolio of
the SEI International Trust (together with the SEI Money Market Fund, the "SEI
Funds").

Exchanges of Class A shares are made at net asset value plus any applicable
sales charge. If, within 6 months of their acquisition, Class A shares are
exchanged for Class A shares of another Portfolio or shares of the SEI Funds
with a higher sales charge, the customer will pay the difference between the
sales charges in connection with the exchange. No refund of a sales charge will
be made if Class A shares of a Portfolio are exchanged for shares of another
Portfolio or an SEI Fund that imposes a lower sales charge. No additional sales
charge will be imposed in connection with an exchange of Class A shares of a
Portfolio for Class A shares of another Portfolio or shares of an SEI Fund if
such exchange occurs more than 6 months after the Customer's
<PAGE> 65

purchase of the Portfolio shares disposed of in the exchange. Class A shares of
a Portfolio may be exchanged for shares of the SEI Money Market Fund without
imposition of a sales charge by the SEI Money Market Fund. Such SEI Money Market
Fund shares may subsequently be exchanged for Class A shares of a Portfolio, but
such an exchange, if consummated after 30 days of the initial exchange, will be
subject to imposition of the full sales charge associated with an acquisition of
shares of that Portfolio.

If a shareholder buys Class A shares of a Portfolio and receives a sales charge
waiver, the shareholder will be deemed to have paid the sales charge for
purposes of this exchange privilege. In calculating any sales charge payable on
an exchange, the Trust will assume that the first shares exchanged are those on
which a sales charge has already been paid. Sales charge waivers may also be
available under certain circumstances, as described in this Prospectus. The
Trust reserves the right to change the terms and conditions of the exchange
privilege discussed herein, or to terminate the exchange privilege, upon sixty
days' notice.

CLASS B SHARES

Once payment for Class B shares has been received (i.e., an account has been
established), a shareholder may exchange some or all of such shares for Class B
shares offered by another Portfolio at net asset value. An exchange between
Class B shares and Class A shares is not permitted. The exchange transaction
will not be subject to a contingent deferred sales charge. However, when shares
acquired through an exchange are redeemed, the redemption may be subject to a
contingent deferred sales charge, depending upon when shares were originally
purchased. For purposes of computing the contingent deferred sales charge, the
length of time of ownership of Class B shares will be measured from the date
that Class B shares were first purchased and will not be affected by any
exchange.

GENERAL

Shareholders should contact a Participating Dealer for instructions on how to
exchange Retail Shares. Exchanges will be made only after receipt of proper
instructions in writing or by telephone (an "Exchange Request") for an
established account by the Transfer Agent. The liability of the Trust, the
Distributor or the Transfer Agent for unauthorized or fraudulent telephone
instructions may be limited as described under "PURCHASE, EXCHANGE AND
REDEMPTION OF SHARES--Redemption of Shares-By Telephone." If an Exchange Request
in good order is received by the Transfer Agent by 4:00 p.m. Eastern time on any
Business Day, the exchange will ordinarily be effective on that day. Any
Customer who wishes to make an exchange must have received a current prospectus
of the Portfolio or SEI Fund into which the exchange is being made before the
exchange will be effected. Information contained in this Prospectus concerning
sales charges imposed by SEI Funds is subject to change by the SEI Funds.

An exchange between the Retail Shares and the Institutional class shares of any
Portfolio is generally not permitted, except that exchanges will be permitted
should a holder of Class A shares become eligible to purchase Institutional
class shares. For example, a Class A shareholder may establish a trust account
that is eligible to purchase shares of the Institutional class. In this case, an
exchange will be permitted between the Class A class of a Portfolio and the
Institutional class of that same Portfolio at net asset value, without the
imposition of a sales charge, fee or other charge. An exchange from the
Institutional class of a Portfolio to the Class A class of that same Portfolio
will occur automatically when an Institutional class shareholder becomes
ineligible to invest in the Institutional class at net asset value, without the
imposition of a sales load, fee or other charge. The Trust will provide at least
thirty days' prior notice of any such exchange. After the exchange, the
exchanged shares will be subject to all fees applicable to the Class A shares.
The Trust reserves the right to require shareholders to complete an application
or other documentation in connection with the exchange.

<PAGE> 66

Each exchange of shares actually represents the sale of shares of one Portfolio
and the purchase of shares in the other, which may produce a gain or loss for
tax purposes. In order to protect each Portfolio's performance and its
shareholders, the Trust discourages frequent exchange activity in response to
short-term market fluctuations. The Trust reserves the right to modify or
withdraw the exchange privilege or to suspend the offering of shares in any
class without notice to shareholders if, in the Adviser's judgment, a Portfolio
would be unable to invest effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely affected.
Each Portfolio also reserves the right to reject any specific purchase order,
including certain purchases by exchange.

REDEMPTION OF SHARES

Shareholders may redeem their Retail Shares on any Business Day by mail, by
telephone or through a systematic withdrawal plan. Shareholders should contact a
Participating Dealer for information on how to redeem shares. Redemption
proceeds, less any applicable contingent deferred sales charge, will be sent by
check by the Federal Reserve System's automated clearance house ("ACH") or by
Fedwire to or for the account of the record owner of the shares redeemed. A wire
redemption charge (presently $15.00) will be deducted from the amount of
proceeds of a redemption that are transferred by ACH or Fedwire.

REDEMPTIONS BY MAIL

A written request for redemption must be received by the Transfer Agent, P.O.
Box 419448, Kansas City, Missouri 64141-6448 in order to constitute a valid
redemption request.

If the redemption request exceeds $5,000, or if the request directs the proceeds
to be sent to an address different from that of record, the Transfer Agent may
require that the signature on the written redemption request be guaranteed.
Customers should be able to obtain a signature guarantee from a bank,
broker-dealer, credit union, securities exchange or association, clearing agency
or savings association. Notaries public cannot guarantee signatures. The
signature guarantee requirement will be waived if all of the following
conditions apply: (1) the redemption is for not more than $5,000 worth of
shares, (2) the redemption check is payable to the shareholder of record and (3)
the redemption check is mailed to the shareholder at his or her address of
record.

REDEMPTIONS BY TELEPHONE

If authorized by a Shareholder in the account application, shares may be
redeemed upon request made by the Shareholder by telephone to the Transfer Agent
at 1-800-472-0577, or by contacting a Participating Dealer. Shareholders may not
close their accounts by telephone.

Neither the Trust, the Distributor nor the Transfer Agent will be responsible
for any loss, liability, cost or expense for acting upon wire instructions or
upon telephone instructions that it reasonably believes to be genuine. The
Trust, the Distributor and the Transfer Agent will each employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. The
Trust, the Distributor or Transfer Agent may be liable for losses resulting from
fraudulent or unauthorized instructions if it does not employ these procedures.

If market conditions are extraordinarily active, or other extraordinary
circumstances exist, and a shareholder experiences difficulties placing
redemption orders by telephone, the shareholder may wish to consider placing an
order by mail.

SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan can be established for a Portfolio account. Under
the plan, redemptions can be automatically processed from accounts (monthly,
quarterly, semi-annually or annually) by check or by ACH transfer with a minimum
redemption amount of $100. The Portfolio account must maintain a minimum
<PAGE> 67

balance of $10,000 at all times while the systematic withdrawal plan is in
effect.

OTHER INFORMATION REGARDING REDEMPTIONS

All redemption orders are effected at the net asset value per share next
determined after receipt and effectiveness of a valid request for redemption,
less the contingent deferred sales charge applicable to Class B shares as
described above. A redemption order will be effective on the same Business Day
it is received if it is received by the Transfer Agent before 4:00 p.m. Eastern
time; otherwise, the redemption order will be effective on the following
Business Day. Net asset value per share is determined as of the close of regular
trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time) on
each Business Day. Payment to shareholders for Retail Shares redeemed will be
made within seven days after receipt by the Transfer Agent of the redemption
request in good order. Participating Dealers may impose an earlier cut-off time
for receipt of redemption orders directed through them to allow for processing
and transmittal of these orders to the Distributor for effectiveness the same
day.

At various times, a Portfolio may be requested to redeem Retail Shares for which
it has not yet received good payment. In such circumstances, redemption proceeds
will be forwarded upon collection of payment for the Retail Shares; collection
of payment may take 10 or more days. The Portfolios intend to pay cash for all
Retail Shares redeemed, but under abnormal conditions which make payment in cash
unwise, payment may be made wholly or partly in portfolio securities with a
market value equal to the redemption price. In such cases, an investor may incur
brokerage costs in converting such securities to cash.

Due to the relatively high cost of handling small investments, the Trust
reserves the right to redeem, at net asset value, the Retail Shares of any
shareholder if, because of redemptions of Retail Shares by or on behalf of the
shareholder, the account of such shareholder in a Portfolio has a value of less
than $1,000. Before the Trust exercises its right to redeem such Retail Shares
and send the proceeds to the shareholder, the shareholder will be given notice
that the value of the Retail Shares in his or her account is less than the
minimum amount and will be allowed 60 days to make an additional investment in
the Portfolio in an amount which will increase the value of the account to at
least $1,000.

See "Purchase and Redemption of Shares" in the Statement of Additional
Information for examples of when the right of redemption may be suspended.

PERFORMANCE

GENERAL

From time to time the Portfolios may advertise yield and total return. The
Municipal Bond Fund, the Short Term Municipal Bond Fund and the Idaho Municipal
Bond Fund each may also advertise a "taxable equivalent yield." These figures
are based on historical earnings and are not intended to indicate future
performance. No representation can be made concerning actual future yields or
returns. The yield of each Portfolio refers to the income generated by a
hypothetical investment, net of any sales charge, in such Portfolio over a
thirty day period. This income is then "annualized," i.e., the income over
thirty days is assumed to be generated over one year and is shown as a
percentage of the investment.

The total return of each Portfolio refers to the average compounded rate of
return on a hypothetical investment for designated time periods, assuming that
the entire investment is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.

or unmanaged indices which may assume investment of dividends but generally do
not reflect deductions for administrative and management costs. A Portfolio may
quote a service that ranks mutual funds on the basis of risk-adjusted
performance (such as Morningstar, Inc.). A Portfolio may use long-term
performance of appropriate capital markets to demonstrate general long-term risk
versus reward scenarios and could include the value of a hypothetical investment
in the appropriate capital markets. A Portfolio may also quote financial and
business publications and periodicals as they relate to fund management,
investment philosophy and investment techniques.

Because the Class A and Class B shares of a Portfolio have different sales
charge structures and differing distribution and shareholder servicing fees, the
performance of each class will differ. Additional performance information for
the Portfolios is set forth in the Trust's Annual Report to shareholders for its
fiscal year ended January 31, 1998, which is available upon request and without
charge by calling 1-800-472-0577.

TAXES

The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state or local income tax treatment of the
Portfolios or their shareholders. Accordingly, shareholders are urged to consult
their tax advisers regarding specific questions as to federal, state and local
income taxes. State and local tax consequences of an investment in a Portfolio
may differ from the federal income tax consequences described below. Additional
information concerning taxes is set forth in the Statement of Additional
Information.

TAX STATUS OF THE PORTFOLIOS

TAX STATUS OF DISTRIBUTIONS BY THE EQUITY FUND, BALANCED FUND, INTERMEDIATE TERM
BOND FUND AND SHORT TERM BOND FUND

as long-term capital gains, regardless of how long shareholders have held their
shares and regardless of whether the distributions are received in cash or in
additional shares. The Taxpayer Relief Act of 1997 authorizes the Internal
Revenue Service to issue regulations that will enable shareholders to determine
the tax rates applicable to such capital gain distributions. The Portfolios
provide annual reports to shareholders of the federal income tax status of all
distributions.

The sale, exchange or redemption of Portfolio shares is a taxable transaction to
the shareholder.

TAX STATUS OF DISTRIBUTIONS BY THE MUNICIPAL BOND FUND, THE SHORT TERM MUNICIPAL
BOND FUND AND THE IDAHO MUNICIPAL BOND FUND

Any dividends paid out of net short-term capital gains and realized market
discount or out of any income realized by a Portfolio on taxable securities will
be taxable to shareholders as ordinary income (whether received in cash or in
additional shares) to the extent of the Portfolio's earnings and profits and
will not qualify for the dividends-received deduction for corporate
shareholders. Distributions to shareholders of net capital gains of a Portfolio
also will not qualify for the corporate dividends-received deduction and will be
taxable to shareholders as long-term capital gain, whether received in cash or
additional shares, and regardless of how long a shareholder has held the shares.

An investment in the Municipal Bond Fund, the Short Term Municipal Bond Fund or
the Idaho Municipal Bond Fund is not intended to constitute a balanced
investment program. Shares of those Portfolios would not be suitable for
tax-exempt institutions and may not be suitable for retirement plans qualified
under Section 401 of the Code, H.R. 10 plans and individual retirement accounts
since such plans and accounts generally qualify for deferral of taxes on income
or gains and, therefore, not only would not gain any additional benefit from the
dividends of those Portfolios being tax-exempt, but also such dividends would be
taxable when distributed to the beneficiary.

ADDITIONAL FEDERAL TAX INFORMATION

Dividends declared by each Portfolio in October, November or December of any
year and payable to shareholders of record on a date in any such month will be
deemed to have been paid by the Portfolio
<PAGE> 70

and received by the shareholders on December 31 of that year if paid by the
Portfolio at any time during the following January.

Each Portfolio intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax.

Shareholders should consult their tax advisers concerning the state and local
tax consequences of investment in a Portfolio, which may differ from federal
income tax consequences described above.

IDAHO TAXES

GENERAL INFORMATION

THE TRUST

The Trust currently offers shares of beneficial interest in seven separate
portfolios. The Trust may issue an unlimited number of shares of each of its
portfolios. Each share is entitled to such dividends and distributions out of
income earned on the assets of such portfolio as are declared in the discretion
of the Trust's Board of Trustees. When issued and paid for, shares are fully
paid and non-assessable by the Trust and will have no preference, conversion or
preemptive rights. The Trust Agreement authorizes the Board of Trustees to
classify or reclassify any shares of any portfolio into one or more other
portfolio and to create classes in such portfolio. The Equity Fund, Balanced
Fund, Municipal Bond Fund and Idaho Municipal Bond Fund are divided into three
classes of shares, Institutional, Retail Class A and Retail Class B shares. The
Intermediate Term Bond Fund, Short Term Bond Fund and Short Term Municipal Bond
Fund are divided into two classes of shares, Institutional and Retail Class A
shares. All classes of a Portfolio have a common investment objective and
investment limitations and policies. Class A shares and Class B shares are
offered by this prospectus. Shares of the Institutional class are offered
through a separate prospectus.

At the end of the period ending eight years after the beginning of the month in
which the shares were issued, Class B shares will automatically convert to Class
A shares and will no longer be subject to Class B share distribution and service
fees. Such conversion will be on the basis of the relative net asset value of
the two classes.

TRUSTEES OF THE TRUST

VOTING RIGHTS

All shares of the Trust have equal voting rights and will be voted in the
aggregate, and not by series or class, except where voting by series or class is
required by law or where the matter involved affects only one series or class.
Class B shareholders of any Portfolio must approve any material increase in fees
payable with respect to such Portfolio's Class A shares under the Class Plan so
long as Class B shares are convertible into Class A shares. The Trust is not
required under Massachusetts law to hold annual meetings of shareholders, but
will hold shareholder meetings if required to do so by the 1940 Act. Special
meetings may be called for a specific Portfolio for purposes such as changing
fundamental policies or approving certain contracts.
<PAGE> 71

Shareholders will be permitted to call a meeting of shareholders and will
receive assistance in communicating with other shareholders, for the purpose of
voting upon the removal of any Trustee as long as such shareholder request is in
writing and is signed by shareholders of record of no less than 10% of the
Trust's outstanding shares.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to shareholders of record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to SEI Investments Distribution Co. in
writing to Oaks, PA 19456 or by calling 1-800-472-0577.

DIVIDENDS

Shareholders automatically receive all income dividends and capital gains
distributions in additional shares of the Portfolio making the distribution
(which will be issued at the net asset value next determined following the
record date), unless the shareholder has elected to take such payment in another
form. Shareholders may change their election by providing written notice to the
Transfer Agent at least 15 days prior to the change.

THE TRANSFER AGENT

COUNSEL

Ballard Spahr Andrews & Ingersoll, LLP serves as counsel to the Trust.

INDEPENDENT ACCOUNTANTS

Deloitte & Touche LLP serves as independent accountants of the Trust.

CUSTODIAN

DESCRIPTION OF CERTAIN PERMITTED INVESTMENTS

EQUITY SECURITIES--Equity securities include common stock, preferred stock and
other securities that are convertible to or grant the right to acquire common
stock or preferred stock.

General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or facility
(tolls from a bridge, for example). Certificates of participation represent an
interest in an underlying obligation or commitment, such as an obligation issued
in connection with a leasing arrangement. Private activity bonds are bonds that
are issued by municipalities, the proceeds of which are used in an activity
considered a nonessential government function under the Internal Revenue Code,
which may include activities such as construction and operation of airports,
convention centers, auditoriums, hospitals and mass commuting facilities. The
payment of principal and interest on private activity and industrial development
bonds generally is dependent solely on the ability of a facility's user to meet
its financial obligations and the pledge, if any, of real and personal property
as security for such payment.

Economic, business or political developments might affect all municipal
securities of a similar type. To the extent that a significant portion of the
Municipal Bond Fund's, Short Term Municipal Bond Fund's or Idaho Municipal Bond
Fund's assets are invested in municipal securities payable from revenue on
similar projects, those Portfolios will be subject to the peculiar risks
presented by such projects to a greater extent than they would be if its assets
were not so invested. For example, certain municipal securities may be
obligations of issuers who rely in whole or in part on ad valorem real property
taxes as a source of revenue and legislation may have the effect of limiting ad
valorem taxes on real property or restricting the ability of taxing entities to
increase real property tax revenues. Municipal securities that are payable only
from the revenues derived from a particular facility, such as a utility or
housing project, may be adversely affected by laws or regulations that make it
more difficult for the particular facility to generate revenues sufficient to
pay such interest and principal, including laws and regulations that limit the
amount of fees, rates or other charges that may be imposed for use of the
facility or that increase competition among facilities of that type or that
limit or otherwise have the effect of reducing the use of such facilities
generally, thereby reducing the revenues generated by the particular facility.
If the payment of interest and principal on municipal securities are insured in
whole or in part by a government created fund, the municipal securities may be
adversely affected by laws or regulations that restrict the aggregate insurance
proceeds available for payment of principal and interest in the event of a
default on such securities. State and local tax revenues generally mirror
economic conditions and may be adversely affected by regional or national
recessions.

Because of these features, such securities may be subject to greater interest
rate volatility than interest paying investments.

REPURCHASE AGREEMENTS--Repurchase agreements are agreements by which a Portfolio
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. The custodian will hold the security as collateral
for the repurchase agreement. A Portfolio bears a risk of loss in the event the
other party defaults on its obligations and the Portfolio is delayed or
prevented from exercising its right to dispose of the collateral or if the
Portfolio realizes a loss on the sale of the collateral. A Portfolio will enter
into repurchase agreements only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans under the 1940 Act.

For additional information regarding permitted investments see "Description of
Permitted Investments" in the Trust's Statement of Additional Information.
<PAGE> 75

APPENDIX

DESCRIPTION OF CORPORATE AND MUNICIPAL BOND RATINGS

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper issuers rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the two highest quality ratings on the basis of relative
repayment capacity.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).
<PAGE> 76

Source of Payment (the more dependent the issue is on the market for its
refinancing the more likely it will be treated as a note).

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Summary.......................................... 2
Financial Highlights............................. 9
The Trust........................................ 11
Investment Objectives and Policies............... 11
Risk Factors..................................... 17
Investment Limitations........................... 19
Fundamental Policies............................. 19
The Adviser...................................... 19
The Administrator................................ 21
The Distributor.................................. 21
Purchase, Exchange and Redemption of Retail
Shares......................................... 23
Performance...................................... 32
Taxes............................................ 33
General Information.............................. 35
Description of Certain Permitted Investments..... 36
Appendix......................................... 40
</TABLE>
<PAGE> 78

[This page intentionally left blank.]
<PAGE> 79

[THE ACHIEVEMENT FUNDS LOGO]

THE ACHIEVEMENT FUNDS
THE ACHIEVEMENT FUNDS TRUST
RETAIL
PROSPECTUS
EQUITY FUND
BALANCED FUND
INTERMEDIATE TERM BOND FUND
SHORT TERM BOND FUND
MUNICIPAL BOND FUND
SHORT TERM MUNICIPAL BOND FUND
IDAHO MUNICIPAL BOND FUND

JUNE 1, 1998

DISTRIBUTED BY
SEI INVESTMENTS DISTRIBUTION CO.
OAKS, PENNSYLVANIA 19456
800-472-0577
ACH-F-009-05
</TABLE>
<PAGE> 80

THE ACHIEVEMENT FUNDS TRUST

INVESTMENT ADVISER:
FIRST SECURITY INVESTMENT MANAGEMENT, INC.

ADMINISTRATOR:
SEI FUND RESOURCES

DISTRIBUTOR:
SEI INVESTMENTS DISTRIBUTION CO.

CUSTODIAN:
CORESTATES BANK, N.A.

THIS STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended to
provide additional information regarding activities and operations of The
Achievement Funds Trust (the "Trust"), and should be read in conjunction with
the Trust's Prospectuses dated June 1, 1998, for the Institutional and Retail
Classes of shares of the Trust's Equity Fund, Balanced Fund, Intermediate Term
Bond Fund, Short Term Bond Fund, Municipal Bond Fund, Short Term Municipal Bond
Fund and Idaho Municipal Bond Fund (collectively the "Portfolios," and each a
"Portfolio"). The Prospectuses may be obtained through SEI Investments
Distribution Co., Oaks, PA 19456.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE TRUST AND DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF PERMITTED INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT POLICIES AND LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
THE ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
TRUSTEES AND OFFICERS OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
PURCHASE AND REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
LIMITATION OF TRUSTEE'S LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
COUNSEL TO THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

June 1, 1998

ACH-F-018-01

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THE TRUST AND DESCRIPTION OF SHARES

The Achievement Funds Trust (formerly known as The FSB Funds) was organized as
an unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a Master Trust Agreement dated December 16, 1988,
which agreement was amended and restated on October 7, 1994 and was further
amended on December 1, 1994 (as further amended from time to time, the "Trust
Agreement"). Each of the Portfolios is a series of the shares of the Trust,
and the shares of each Portfolio are divided into Institutional and Retail
Class A classes and the shares of the Trust's Equity Fund, Balanced Fund,
Municipal Bond Fund and Idaho Municipal Bond Fund have been further divided
into Retail Class B shares (collectively, the "shares").

The shares do not have cumulative voting rights, which means that holders of
more than 50% of the shares voting for the election of Trustees can elect all
Trustees. Shares are transferable but have no preemptive, conversion or
subscription rights. Shareholders generally vote by series, except that
shareholders vote in the aggregate with respect to the election of Trustees and
the selection of independent public accountants and shareholders vote as a
class with respect to matters affecting a class of a series of Portfolio's
shares.

Certain of the Trustees of the Trust were elected when the Trust was first
formed. Additional Trustees of the Trust were elected at a special meeting of
shareholders on November 7, 1996. The Trustees serve during the lifetime of
the Trust or until they die, resign or are removed, and Trustees may elect
their own successors. Under the Trust Agreement, shareholders of record of no
less than two-thirds of the outstanding shares of the Trust may remove a
Trustee through a declaration in writing or by vote cast in person or by proxy
at a meeting called for that purpose. The Trust Agreement also requires the
Trustees to call a meeting of shareholders for the purpose of voting upon the
question of removal of any Trustee when requested in writing to do so by the
shareholders of record of not less than 10% of the Trust's outstanding shares.

Massachusetts law provides that shareholders, under certain circumstances,
could be held personally liable for the obligations of the Trust. However, the
Trust Agreement disclaims shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or a Trustee.
The Trust Agreement provides for indemnification from the Trust's property for
all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust would be unable to meet its obligations, a possibility that
the Trust's management believes is remote. Upon payment of any liability
incurred by the Trust, the shareholder paying the liability will be entitled to
reimbursement from the general assets of the Trust. The Trustees intend to
conduct the operations of the Trust in such a way so as to avoid, as far as
possible, liability of the shareholders for liabilities of the Trust.

DESCRIPTION OF PERMITTED INVESTMENTS

A Portfolio may make the following investments if, and to the extent, such
investments are covered by the Portfolio's investment policies described in the
Prospectus.

AMERICAN DEPOSITARY RECEIPTS ("ADRS") -- ADRs are securities, typically issued
by a U.S. financial institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by

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a foreign issuer and deposited with the depositary. ADRs may be available
through "sponsored" or "unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying the receipts and a
depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the underlying security. Holders of
unsponsored depositary receipts generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility frequently is under no
obligation to distribute shareholder communications received from the issuer of
the deposited security or to pass through, to the holders of the receipts,
voting rights with respect to the deposited securities.

ASSET-BACKED SECURITIES -- Asset-backed securities are securities secured by
non-mortgage assets such as company receivables, truck and auto loans, leases
and credit card receivables. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debts.

Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities; however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and for a
certain period by a letter of credit issued by a financial institution (such as
a bank or insurance company) unaffiliated with the issuers of such securities.
The purchase of asset-backed securities raises risk considerations peculiar to
the financing of the instruments underlying such securities. For example,
there is a risk that another party could acquire an interest in the obligations
superior to that of the holders of the asset-backed securities. There also is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on those securities. In addition,
credit card receivables are unsecured obligations of the card holder.
Asset-backed securities entail prepayment risk, which may vary depending on the
type of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities.

COVERED CALL OPTIONS -- A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. In a covered call
option, the writer of the option owns a sufficient amount of the underlying
security to "cover" the option. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial sale of an option contract is an "opening transaction." In order to
close out an option position, the Portfolio may enter into a "closing
transaction," which is simply the purchase of an option contract on the same
security with the same exercise price and expiration date as the option
contract originally opened.

The Portfolios may write covered call options as a means of increasing the
yield on its portfolio and as a means of providing limited protection against
decreases in its market value. When it sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Portfolio will realize as profit
the premium received for such option. When a call option of which the
Portfolio is the writer is exercised, the Portfolio will be required to sell
the underlying securities to the option holder as the strike price, and will
not participate in any increase in the price of such securities above the
strike price.

The Portfolios may write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with

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dealers and not with a clearing corporation, and therefore entail the risk of
non-performance by the dealer. OTC options are available for a greater variety
of securities and for a wider range of expiration dates and exercise prices
than are available for exchange-traded options. Because OTC options are not
traded on an exchange, pricing is done normally by reference to information
from a market maker.

ILLIQUID INVESTMENTS -- Illiquid investments are investments that cannot be
sold or disposed of in the ordinary course of business at approximately the
price at which they are valued. Under the supervision of the Trustees, the
Trust's investment adviser (the "Adviser"), determines the liquidity of each
Portfolio's investments and, through reports from the Adviser, the Trustees
monitor investments in illiquid instruments. In determining the liquidity of a
Portfolio's investments, the Adviser may consider various factors including (1)
the frequency of trades and quotations, (2) the number of dealers and
prospective purchasers in the marketplace, (3) dealer undertakings to make a
market, (4) the nature of the security (including any demand or tender
features); (5) the nature of the marketplace for trades (including the ability
to assign or offset a Portfolio's rights and obligations relating to the
investment); and (6) general credit quality. Investments currently considered
by the Trust to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days, non-government
stripped fixed-rate mortgage-backed securities and government stripped
fixed-rate mortgage-backed securities, loans and other direct debt instruments,
over the counter options and swap agreements. Although restricted securities
and municipal lease obligations are sometimes considered illiquid, the Adviser
may determine certain restricted securities and municipal lease obligations to
be liquid. In the absence of market quotations, illiquid investments are
priced at fair value as determined in good faith by the Adviser pursuant to
guidelines established by the Board of Trustees. If, as a result of a change
in values, net assets or other circumstances, a Portfolio were in a position
where more than 15% of its assets were invested in illiquid securities it would
seek to take appropriate steps to protect liquidity.

MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

Collateralized Mortgage Obligations ("CMOs") are a type of mortgage-backed
security. CMOs are debt obligations or multiclass pass-through certificates
issued by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. In a CMO, series of bonds or
certificates are usually issued in multiple classes. Principal and interest
paid on the underlying mortgage assets may be allocated among the several
classes of a CMO in a variety of ways. Each class of a CMO, often referred to
as a "tranche", is issued with a specific fixed or floating coupon rate and has
a stated maturity or final distribution date. Principal payments on the
underlying mortgage assets may cause CMOs to be retired substantially earlier
then their stated maturities or final distribution dates, resulting in a loss
of all or part of any premium paid.

There are particular risk factors underlying investments in mortgage-backed
securities. Due to the possibility of prepayments of the underlying mortgage
instruments, market participants generally refer to an estimated average life
for mortgage-backed securities that is shorter than their stated maturity. An

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average life estimate is a function of an assumption regarding anticipated
prepayment patterns, based upon current interest rates, current conditions in
the relevant housing markets and other factors. The assumption is necessarily
subjective, and thus different market participants can produce different
average life estimates with regard to the same security. There can be no
assurance that estimated average life will be a security's actual average life.

SECURITIES LENDING -- In order to generate additional income, the Portfolios
may lend securities which they own pursuant to agreements requiring that the
loan be continuously secured by collateral consisting of cash or securities of
the U.S. Government or its agencies equal to at least 100% of the market value
of the securities lent. The Portfolios continue to receive interest on the
securities lent while simultaneously earning interest on the investment of cash
collateral. Collateral is marked to market daily. There may be risks of delay
in recovery of the securities or even loss of rights in the collateral should
the borrower of the securities fail financially or become insolvent.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain obligations may carry
variable or floating rates of interest, and may involve a conditional or
unconditional demand feature. Such instruments bear interest at rates which
are not fixed, but which vary with changes in specified market rates or
indices. The interest rates on these securities may be reset daily, weekly,
quarterly or some other reset period, and may have a floor or ceiling on
interest rate changes. There is a risk that the current interest rate on such
obligations may not accurately reflect existing market interest rates. A
demand instrument with a demand notice exceeding seven days may be considered
illiquid if there is no secondary market for such security.

YANKEE BONDS -- Yankee Bonds are U.S. dollar-denominated instruments of foreign
issuers who either register with the Securities and Exchange Commission or
issue securities under Rule 144A. These instruments consist of debt securities
(including preferred or preference stock of non-governmental issuers),
certificates of deposit, fixed time deposits and bankers' acceptances issued by
foreign banks, and debt obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies and
supranational entities. Some securities issued by foreign governments or their
subdivisions, agencies and instrumentalities may not be backed by the full
faith and credit of the foreign government.

Investing in the securities of issuers based in any foreign country involves
special risks and considerations not typically associated with investing in
U.S. companies. These include risks resulting from differences in accounting,
auditing and financial reporting standards, lower liquidity than U.S. fixed
income or debt securities, the possibility of nationalization, expropriation or
confiscatory taxation, adverse changes in investment or exchange control
regulations and political instability. There may be less publicly available
information concerning foreign issuers of securities held by a Portfolio than
is available concerning U.S. issuers. Purchases and sales of foreign
securities and dividends and interest payable on those securities may be
subject to foreign taxes and taxes may be withheld from dividend and interest
payments on those securities. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility and a greater risk of liquidity.

The Yankee Bonds selected for a Portfolio will adhere to the same quality
standards as those utilized for the selection of domestic debt obligations.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES -- When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
A Portfolio will maintain with the custodian a separate account with liquid,
high-grade debt securities or

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cash in an amount at least equal to these commitments. The interest rate
realized on these securities is fixed as of the purchase date and no interest
accrues to a Portfolio before settlement. These securities are subject to
market fluctuation due to changes in market interest rates and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed.
Although a Portfolio generally purchases securities on a when-issued or forward
commitment basis with the intention of actually acquiring securities, it may
dispose of a when-issued security or forward commitment prior to settlement if
it deems appropriate.

SPECIAL CONSIDERATIONS RELATING TO IDAHO MUNICIPAL SECURITIES

The following information relating to state governmental and quasi-governmental
issuers of debt securities in the State of Idaho is given to investors in view
of the policy of the Idaho Municipal Bond Fund of concentrating its investments
in Idaho issuers. Such information constitutes only a brief summary, does not
purport to be a complete description and is based on information from official
statements relating to securities offerings of Idaho issuers available as of
the date of this Statement of Additional Information. The Trust has not
independently verified any of the information contained in those official
statements.

Current State Debt Outstanding

The State of Idaho has no outstanding general obligation bond debt.

Debt of State Government and Quasi-Governmental Agencies, Authorities and
Commissions

1. The Idaho Housing and Finance Association

The Idaho Housing and Finance Association (formerly Idaho Housing
Agency) (the "IHFA"), an independent public body, corporate and politic, was
created in 1972, by the Idaho Legislature under the provisions of Chapter 62,
Title 67 of the Idaho Code, as amended (the "Act"). The Act empowers the IHFA,
among other things, to issue notes and bonds in furtherance of its purpose of
providing safe and sanitary housing for persons and families of low income
residing in the State of Idaho, and, in addition, to coordinate and encourage
cooperation among private enterprise and State and local governments to
sponsor, build and rehabilitate residential housing for such persons and
families.

The IHFA is governed by seven commissioners, appointed for
alternating four-year terms by the Governor of the State, one of whom is
selected chairman by the Governor. The vice chairman and secretary-treasurer
are elected annually by the entire Board of Commissioners. The State Treasurer
serves as an advisory Board member.

The IHFA has no taxing power and neither the State nor any political
subdivision thereof is liable for its bond or other indebtedness. At the time
of the IHFA's inception, the Idaho Legislature enacted a continuing
appropriation of the State Sales Tax Account as additional collateral for
designated bond issues or portions thereof. The Legislature has eliminated the
continuing appropriations for all IHFA bonds issued on or after January 1,
1996.

No claims have ever been made by the IHFA for state sales tax funds
and none are anticipated. The IHFA's mortgage loans are either guaranteed by
Federal agencies, insured by private mortgage guarantee policies or
collateralized by the IHFA's fund balances. The aggregate amount of bond debt

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supported by Idaho State Sales Tax totalled $80.6 million and $88.9 millon at
December 31, 1996 and 1995, respectively.

As of December 31, 1996, 92.84% of the total bond debt has been
used to purchase single family mortgages, 7.16% has provided the construction
and permanent financing for multifamily developments.

As of December 31, 1996, the Agency's outstanding bond indebtedness
was $1,113.4 million. Funds balances, including reserves, were $104.6 million.

2. The Idaho Health Facilities Authority

Organized in 1972, the Idaho Health Facilities Authority (the
"Authority") is an independent public body, politic and corporate, constituting
a public instrumentality of the State of Idaho. The Authority is comprised of
seven members appointed by the Governor to staggered five-year terms. The
Executive Director is hired by and serves at the pleasure of the Authority
members.

The Authority has the power, among others, to issue tax-exempt
revenue bonds or notes and re-lend the funds to nonprofit and governmental
health facilities in Idaho to (a) finance and refinance outstanding
indebtedness for health facilities and (b) provide additional facilities for
the development and maintenance of public health, healthcare, hospitals and
related facilities.

These debt instruments do not directly, indirectly, or contingently
obligate the State or any political subdivision thereof to levy any form of
taxation or to make any appropriations for the payment thereof and any such
levy or appropriation is prohibited.

As of December 31, 1996, the Authority's outstanding bond
indebtedness was $256,381,138.

3. The Idaho State Building Authority

The Idaho State Building Authority (the "Authority") is a public
corporation of the State established in 1974 by the State of Idaho under the
provisions of the Idaho State Building Authority Act. The Act empowers the
Authority, among other things, to issue notes and bonds to finance construction
or acquisition of facilities for rental to State governmental bodies with the
approval of the Legislature.

The Authority is governed by seven commissioners appointed by the
Governor to serve staggered five-year terms. The Authority, in turn, appoints
an executive director to administer the agency.

The bonded debt of the Authority is not a debt or obligation of the
State of Idaho, or of any department, board, commission, agency, political
subdivision, body corporate and politic or instrumentality of or municipality
or county within the State of Idaho, nor shall the bonded debt be payable out
of any funds other than those of the Authority. The Authority has no taxing
power.

As of December 31, 1996, the Authority's outstanding bond
indebtedness was $51,160,000.

4. The Idaho State Lottery

The Idaho State Lottery was established in 1989. Total sales for
1996 were $91.6 million. Net proceeds for that year totalled $20 million and
are divided equally between the Permanent Building

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Account, for use in carrying out state public works projects and the Public
School Income Account for distribution to Idaho's Public School Districts.

Idaho Code stipulates that the State Treasurer will invest Lottery
receipts and the interest generated on the Lottery Account balance will be
transferred to the General Fund. Interest earnings for 1996 were approximately
$591,000.

5. Public Employees' Retirement System of Idaho

The Public Employees Retirement System of Idaho ("PERSI") covers
eligible employees who work 20 hours per week or more. The membership of PERSI
includes employees of the State of Idaho, including state colleges and
universities, employees of political subdivisions, (e.g., counties, cities,
hospitals) and local school districts. As of June, 1996, PERSI had 56,802
active members, 8,479 inactive (of whom 3,950 are entitled to vested benefits),
and 19,903 annuitants. PERSI collects contributions from employees and
employers to fund retirement, disability, death and separation benefits, as
provided by Chapter 13, Title 59, Idaho code.

As of July 1, 1996, PERSI had an unfunded actuarial liability
("UAL") of $700.3 million ($953.3 million pension benefit obligation (PBO)) of
which approximately $231.1 million UAL ($314.6 million PBO) is the direct
responsibility of the State. After actuarial review, the PERSI Retirement
Board determined the current schedule of contribution rates will meet the
normal cost of the system as they accrue, and amortize the unfunded actuarial
liability in 13.6 years.

The employer contribution rate in effect on July 1, 1997 is 11.61%
for General Members and 11.85% for Police Officer Members. With the exception
of police and fire fighter members, the member contribution rate is 6.97% of
salary. The employee contribution rate for police and fire fighters is 8.53%
of salary.

The PERSI actuary has confirmed that the current schedule of
contribution rates will meet the normal costs of the system as they accrue and
will amortize and fund the unfunded actuarial liability.

6. The Idaho State Insurance Fund

The Idaho State Insurance Fund (the "Fund") was created in 1917 by
the Idaho State Legislature to insure employers against liability under the
Workers' Compensation Act. Although not a legal corporation, it has been ruled
as occupying similar status to be administered without liability to the State.
The money in the Fund does not belong to the State and is not in the State
Treasury within the meaning of Article 7, Section 13 of the Constitution (State
v. Musgrave, 84 Idaho 77, 370 P.2d 778 (1962)). It is deposited with the State
Treasurer as custodian and is held by her as such for contributing employers
and the beneficiaries of the compensation laws and for the payment of the costs
of operation of the Fund. All public employers are required by law to obtain
their workers' compensation insurance through the State Insurance Fund.
Private employers may, at their discretion, also procure workers' compensation
insurance from the Fund.

As of December 31, 1996, the Fund had a surplus (fund balance) of
$150 million. The Fund has no bonded debt.

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The Fund is administered by the manager, who is appointed by the
Governor. The manager of the Fund is also the trustee for the Idaho Petroleum
Clean Water Trust Fund (Trust Fund), a not-for-profit entity created in 1990 by
the legislature to insure petroleum storage tank owners and operators.
Statutorily, neither the Fund nor the state has any liability for the Trust
Fund's obligations.

As of December 31, 1996, the Trust Fund had fund balances of $31
million. The Trust Fund has no bonded debt.

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise expressly noted, whenever an investment policy or
limitation states a maximum percentage of a Portfolio's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such percentage or standard will be determined immediately
after and as a result of the Portfolio's acquisition of such security or other
asset. Accordingly, any subsequent change in values, net assets or other
circumstances will not be considered when determining whether the investment
complies with the Portfolio's investment policies and limitations.

Unless otherwise expressly noted, a Portfolio's limitations and policies are
non-fundamental. Fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting securities"
(as defined in the Investment Company Act of 1940 (the "1940 Act")) of a
Portfolio. The Portfolios have adopted the following investment limitations,
in addition to those described in the Prospectus:

FUNDAMENTAL POLICIES

No Portfolio may:

1. Make loans, including securities lending, if, as a result, more
than 33 1/3% of its total assets would be lent to other parties,
except that (i) a Portfolio may purchase or hold debt instruments,
and (ii) a Portfolio may enter into repurchase agreements as
described in the Prospectus.

2. Invest in companies for the purpose of exercising control.

3. With respect to 75% of its total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a
result (i) more than 5% of the Portfolio's total assets would be
invested in the securities of that issuer, or (ii) the Portfolio
would hold more than 10% of the outstanding voting securities of
that issuer, except that this limitation shall not be applicable of
the Idaho Municipal Bond Fund.

4. Purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the
Portfolio's total assets would be invested in the securities of
companies whose principal business activities are in the same
industry.

5. Purchase or sell real estate, real estate limited partnership
interests, commodities or commodities contracts (including
commodities future contracts), unless acquired as a result of
ownership of

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other securities or instruments. However, a Portfolio (other than
the Municipal Bond Fund, Short Term Municipal Bond Fund and Idaho
Municipal Bond Fund) may purchase obligations issued by companies
which invest in real estate, commodities or commodities contracts
if the obligations of such companies are permitted investments.

6. Act as an underwriter of securities of other issuers except as it
may be deemed an underwriter in selling a portfolio security.

7. Issue senior securities (as defined in the 1940 Act) except in
connection with permitted borrowing as described in the Prospectus
and this Statement of Additional Information or as permitted by
rule, regulation, order or interpretation of the Securities and
Exchange Commission (the "SEC").

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.

No Portfolio may:

1. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted as described in its Prospectus.

2. Sell securities short, unless the Portfolio undertaking such
transaction owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short.

3. Purchase securities of other investment companies, except for the
purchase of shares of money market, U.S. equity index or tax-exempt
investment companies as described in the Prospectus.

4. Purchase securities on margin, except that a Portfolio may obtain
such short term credits as are necessary for the clearance of
transactions.

5. Engage in securities repurchase transactions or make loans, but
this limitation does not apply to the purchase of debt securities.

6. Purchase or retain the securities of an issuer if, to the knowledge
of the Trust, an officer, director, partner or Trustee of the
Trust, or any investment adviser of the Trust, owns beneficially
more than 1/2 of 1% of the share or securities of such issuer and
all such officers, directors, partners or Trustees owning more than
1/2 of 1% of such shares or securities together own more than 5% of
such shares or securities.

7. Purchase securities of any company which has (with its
predecessors) a record of less than three years continuing
operations if, as a result, more than 5% of the total assets of
such Portfolio (taken at fair market value) would be invested in
such securities.

8. Invest in interests in oil, gas or other mineral exploration or
development programs or oil, gas or mineral leases.

9. Purchase warrants, puts, calls, straddles, spreads or combinations
thereof, except that the Intermediate Term Bond Fund, the Short
Term Bond Fund, the Short Term Municipal Bond Fund

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and the Idaho Municipal Bond Fund may invest in standby commitments
and the Equity Fund and the Balanced Fund may write (sell) covered
call options.

THE ADVISER

The Trust and First Security Investment Management, Inc. (the "Adviser") have
entered into an advisory agreement dated as of February 1, 1989 and amendments
to the advisory agreement dated as of December 27, 1994 and November 1, 1995
(as further amended from time to time, the "Advisory Agreement"). The Advisory
Agreement provides that the Adviser shall not be protected against any
liability to the Trust or its shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the expenses of
any Portfolio (including amounts payable to the Adviser but excluding interest,
taxes, brokerage, litigation, and other extraordinary expenses) exceed
limitations established by any applicable statute or regulatory authority of
any jurisdiction in which the shares are qualified for offer and sale, the
Adviser will bear the amount of such excess. The Adviser will not be required
to bear expenses of the Trust to an extent which would result in a Portfolio's
inability to qualify as a regulated investment company under provisions of the
Internal Revenue Code.

The continuance of the Advisory Agreement must be specifically approved at
least annually (i) by the vote of the Trustees or by vote of a majority of the
outstanding voting securities of each Portfolio, and (ii) by the vote of a
majority of the Trustees who are not parties to the Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Trust or, with respect to a Portfolio by
a majority of the outstanding shares of that Portfolio, on not less than 30
days nor more than 60 days written notice to the Adviser, or by the Adviser on
90 days written notice to the Trust.

The Adviser is an indirect wholly-owned subsidiary of First Security
Corporation, a financial services organization and registered bank holding
company with headquarters in Salt Lake City, Utah.

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For the fiscal years ended January 31, 1998, January 31, 1997, and January 31,
1996 (the Trust's first full fiscal year) the Portfolios paid the Adviser the
following fees:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Equity Fund $1,240,547 $933,172 $620,489

Balanced Fund 1,039,727 853,068 656,712

Intermediate Term Bond Fund 708,954 499,628 286,782

Short Term Bond Fund 227,276 276,620 273,536

Municipal Bond Fund 201,286 38,264 -- *

Short Term Municipal Bond Fund 118,607 69,894 53,630

Idaho Municipal Bond Fund 198,004 76,325 46,342
- ------------
</TABLE>

* Commenced operations October 1, 1996

The advisory fees paid by the Portfolios for periods indicated were allocated
between the Institutional and Class A classes of shares based upon the total
assets of the respective classes.

For the fiscal years ended January 31, 1998, January 31, 1997 and
January 31, 1996, the Adviser waived advisory fees for each Portfolio as
follows:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Equity Fund $198,551 $280,554 $297,531

Balanced Fund 212,761 262,295 315,940

Intermediate Term Bond Fund 179,395 244,008 233,801

Short Term Bond Fund 115,375 150,021 185,940

Municipal Bond Fund 204,756 43,574 --*

Short Term Municipal Bond Fund 13 93,882 135,172

Idaho Municipal Bond Fund 8,674 102,410 117,504
- -------------------
</TABLE>

* Commenced operations October 1, 1996

THE ADMINISTRATOR

The Trust and SEI Financial Management Corporation entered into an
administration agreement (the "Administration Agreement") dated December 27,
1994. On June 1, 1996 SEI Fund Resources (the "Administrator") assumed the
responsibilities of SEI Financial Management Corporation under the
Administration Agreement. The Administration Agreement provides that the
Administrator shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust in connection with

S-12
<PAGE> 92

the matters to which the Administration Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part
of the Administrator in the performance of its duties or from reckless
disregard by it of its duties and obligations thereunder.

The Administration Agreement was in effect for an initial three year term and
shall continue in effect for successive two-year periods unless terminated by
either party on not less than 90 days prior written notice to the other party.

The Portfolios paid the Administrator the following fees pursuant to the
Administration Agreement for the Trust's fiscal year ended January 31, 1998:
Equity Fund - $389,080; Balanced Fund - $338,610; Intermediate Term Bond Fund -
$296,141; Short Term Bond Fund - $114,208; Municipal Bond Fund - $135,369;
Short Term Municipal Bond Fund - $39,536; Idaho Municipal Bond Fund - $68,903.
For the fiscal year ended January 31, 1998, the Administrator waived fees due
under the Administration Agreement from the Short Term Municipal Bond Fund and
the Idaho Municipal Bond Fund in the amount of $60,464 and $31,097,
respectively.

The Portfolios paid the Administrator the following fees pursuant to the
Administration Agreement for the Trust's fiscal year ended January 31, 1997:
Equity Fund - $327,892; Balanced Fund - $301,415; Short Term Bond Fund -
$142,218; Municipal Bond Fund - $27,259; Short Term Municipal Bond Fund -
$54,612; Idaho Municipal Bond Fund - $59,567. For the fiscal year ended
January 31, 1997, the Administrator waived fees due under the Administration
Agreement from the Short Term Municipal Bond Fund and the Idaho Municipal Bond
Fund in the amount of $45,388 and $40,433, respectively.

The Portfolios paid the Administrator the following fees pursuant to the
Administration Agreement for the Trust's fiscal year ended January 31, 1996:
Equity Fund - $248,113; Balanced Fund - $262,879; Intermediate Term Bond Fund -
$173,528; Short Term Bond Fund - $153,159; Short Term Municipal Bond Fund -
$62,934; Idaho Municipal Bond Fund - $54,615. For the fiscal year ended
January 31, 1996, the Administrator waived fees due under the Administration
Agreement from the Short Term Municipal Bond Fund and the Idaho Municipal Bond
Fund in the amount of $37,066 and $45,385, respectively. The Municipal Bond
Fund had not commenced operations and paid no fees to the Administrator during
the Trust's fiscal year ended January 31, 1996.

The Administrator is a wholly owned subsidiary of SEI Investments Management
Corporation, which is a wholly-owned subsidiary of SEI Investments Company
("SEI"). The Administrator has its principal business offices at Oaks, PA
19456. SEI and its subsidiaries are leading providers of funds evaluation
services, trust accounting systems, and brokerage and information services to
financial institutions, institutional investors and money managers. The
Administrator also serves as administrator or sub-administrator to the
following other mutual funds: SEI Liquid Asset Trust; SEI Tax Exempt Trust; SEI
Asset Allocation Trust; SEI Index Funds; SEI Institutional Managed Trust; SEI
Daily Income Trust; SEI International Trust; The Advisor's Inner Circle Fund;
The Pillar Funds; CUFund; STI Classic Funds; First American Funds, Inc.; First
American Investment Funds, Inc.; Marquis Funds; The Expedition Funds; Morgan
Grenfell Investment Trust, The PBHG Funds, Inc.; PBHG Insurance Series Fund,
Inc.; The Arbor Fund; CoreFunds, Inc.; STI Classic Variable Trust; CrestFunds,
Inc.; ARK Funds; Monitor Funds; FMB Funds, Inc.; Bishop Street Funds; Boston
1784 Funds; TIP Funds; TIP Institutional Funds; SEI Institutional Investments
Trust; Santa Barbara Group of Mutual Funds, Inc.; First American Strategy
Funds, Inc.; HighMark Funds; and Armada Funds.

S-13
<PAGE> 93

DISTRIBUTION

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI, and the Trust are parties to a distribution agreement dated December
27, 1994 for the Institutional and Class A shares and a distribution agreement
dated February 6, 1998 for the Class B shares (collectively, the "Distribution
Agreements"). The Distribution Agreements have an initial term of 1 year and
continue in force and effect from year to year if such continuance is approved
(i) by the Trust's Trustees or by the vote of a majority of the outstanding
shares of the Trust, and (ii) by the vote of a majority of the Trustees of the
Trust who are not parties to the Distribution Agreements or interested persons
(as defined in the 1940 Act) of any party to the Distribution Agreements, cast
in person at a meeting called for the purpose of voting on such approval. The
Distribution Agreements will terminate in the event of any assignment, as
defined in the 1940 Act, and is terminable with respect to a particular
Portfolio on not less than sixty days' notice by the Trust's Trustees, by vote
of a majority of the outstanding shares of such Portfolio or by the
Distributor.

The Trust has adopted a Distribution Plan for the Retail Class A shares of each
Portfolio (the "Class A Plan") and for the Retail Class B shares of the Equity
Fund, Balanced Fund, Municipal Bond Fund and Idaho Municipal Bond Fund (the
"Class B Plan" and collectively with the Class A Plan, the "Plans") in
accordance with the provisions of Rule 12b-1 under the 1940 Act which regulates
circumstances under which an investment company may directly or indirectly bear
expenses relating to the distribution of its shares. In this regard, the Board
of Trustees has determined that the Plans and the Distribution Agreements are
in the best interests of the Retail Class A and Retail Class B shareholders.
Continuance of the Plans must be approved annually by a majority of the
Trustees of the Trust and by a majority of the Trustees who are not "interested
persons" of the Trust as that term is defined in the 1940 Act and who have no
direct or indirect financial interest in the operation of the Distribution Plan
or in any agreements related thereto ("Qualified Trustees"). The Plans require
that quarterly written reports of amounts spent under the Plans and the
purposes of such expenditures be furnished to and reviewed by the Trustees.
The Plans may not be amended to increase materially the amount which may be
spent thereunder without approval by a majority of the outstanding Class A
shares or the Class B shares of the Portfolio affected. All material
amendments of the Plans will require approval by a majority of the Trustees of
the Trust and of the Qualified Trustees.

The Class A Plan provides that the Trust will pay the Distributor a fee of up
to .25% of the average daily net assets of a Portfolio's Class A shares which
the Distributor can use to compensate broker-dealer and service providers,
including SEI Investments Distribution Co. and its affiliates which provide
distribution related services to Class A shareholders. For the fiscal year
ended January 31, 1998, the Class A classes of the Portfolios paid the
Distributor the following amounts: Equity Fund - $15,416; Balanced Fund -
$8,122; Intermediate Term Bond Fund - $6,289; Short Term Bond Fund - $627;
Municipal Bond Fund - $23,004; Short Term Municipal Bond Fund - $569; Idaho
Municipal Bond Fund - $22,554. For the fiscal year ended January 31, 1997, the
Class A classes of the Portfolios paid the Distributor the following amounts:
Equity Fund - $7,951; Balanced Fund - $6,009; Intermediate Term Bond Fund -
$4,447; Short Term Bond Fund - $1,165; Municipal Bond Fund - $1,129; Short Term
Municipal Bond Fund - $561; Idaho Municipal Bond Fund - $7,221. For the period
from March 5, 1995 to January 31, 1996, the Class A share classes of the
Portfolios paid the Distributors the following amounts: Equity Fund -$1,637;
Balanced Fund - $1,486; Intermediate Term Bond Fund - $1,223; Short Term Bond
Fund - $87; Short Term Municipal Bond Fund - $93; Idaho Municipal Bond Fund -
$4,141. The Distributor used those funds to make payments to third parties for
distribution-related services.

S-14
<PAGE> 94

The Class B Plan provides that the Trust will pay the Distributor a
distribution fee, calculated and paid monthly, at the annual rate of up to and
including 0.75% of the value of the daily average net assets of the Class B
shares, or such lesser amount as may be established from time to time by the
Trustee, in connection with distribution related services provided in respect
of the Class B shares, and a shareholder servicing fee, calculated and paid
monthly, at the annual rate of up to and including 0.25% of the value of the
average daily net assets of the Class B shares, or such lesser amount as may be
established from time to time by the Trustees, in connection with the servicing
of accounts of Class B shareholders. As of the date of this Statement of
Additional Information, no fees had been paid to the Distributor under the
Class B Plan.

Except to the extent that the Administrator and Adviser benefitted through
increased fees from an increase in the net assets of the Trust which may have
resulted in part from the expenditures, no interested person of the Trust nor
any Trustee of the Trust who is not an interested person of the Trust had a
direct or indirect financial interest in the operation of the Distribution Plan
or related agreements.

Class A shares of the Portfolios are offered for sale to the public at net
asset value of each Class A share plus the applicable sales charge. The
following chart reflects the total sales charges paid in connection with the
sale of Class A shares of each Portfolio and the amount retained by the
Distributor for the fiscal year ended January 31, 1998 and January 31, 1997 and
the period from March 5, 1995 to January 31, 1996.

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Period Ended
January 31, 1998 January 31, 1997 January 31, 1996

Sales Amount Sales Amount Sales Amount
Charges Retained Charges Retained Charges Retained
------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Equity Fund 189,578 19,045 $75,739 $ 7,653 $61,284 $ 6,149

Balanced Fund 34,610 3,413 62,405 6,313 60,565 6,087

Intermediate Term Bond Fund 25,164 2,427 15,681 1,601 26,161 2,529

Short Term Bond Fund 367 32 1,950 163 673 54

Municipal Bond Fund 19,198 1,926 1,509 120 --* --*

Short Term Municipal Bond Fund 593 46 266 23 1,917 228

Idaho Municipal Bond Fund 12,766 1,310 24,988 2,482 63,756 6,417
</TABLE>

____________________
* Commenced operations October 1, 1996.

TRUSTEES AND OFFICERS OF THE TRUST

The principal occupations of the Trustees and officers of the Trust for the
past five years are listed below. Trustees deemed to be "interested persons" of
the Trust for purposes of the 1940 Act are indicated by an asterisk.

S-15
<PAGE> 95

<TABLE>
<CAPTION>
Position Principal
Held With Occupation(s)
Name and Address Registrant During Past 5 Years
---------------- ---------- -------------------
<S> <C> <C>
Frederick A. Moreton, Jr.* Trustee and Chairman Vice President, PaineWebber, Incorporated
170 South Main, Suite 625
Salt Lake City, UT 84145-0170
Age: 58

Robert G. Love Trustee Consultant, Harris & Love Advertising
2275 Dallin Street (retired 1998)
Salt Lake City, UT 84109
Age: 74

August Glissmeyer, Jr. Trustee Retired
4458 Camille Street
Salt Lake City, UT 84124
Age: 72

Carl S. Minden Trustee Retired
314 Federal Height Circle
Salt Lake City, UT 84103
Age: 75

George L. Denton, Jr.* Trustee Retired
2915 Sherwood Drive
Salt Lake City, UT 84108
Age: 78

James H. Gardner Trustee Professor, University of Utah, (retired
1616 Arlington Drive 1996). Director, Steiner Corp.
Salt Lake City, UT 84103 (industrial services). Adviser, American
Age: 74 Stores (retail).

Blaine Huntsman Trustee Principal, Teton Creek Management Co.
136 South Main Street, Suite 421 (consulting) 1995-present. Chairman &
Salt Lake City, UT 84102 CEO, Olympus Capital Corp. (bankholding
Age: 62 company) 1988-1995. Director, Zions
Cooperative Mercantile Institution (retail
stores).

Kent H. Murdock Trustee President, O.C. Tanner Company
3015 E. Craig Drive 1991-present (corporate recognition
Salt Lake City, UT 84109 awards).
Age: 50

Kathryn L. Stanton Vice President Vice President, Assistant Secretary of
SEI Investments Management and Secretary SEI, the Administrator and the Distributor
Corporation since 1994. Associate, Morgan, Lewis &
Oaks, PA 19456 Bockius (law firm) 1989-1994.
Age: 39
</TABLE>

S-16
<PAGE> 96

<TABLE>
<CAPTION>
Position Principal
Held With Occupation(s)
Name and Address Registrant During Past 5 Years
---------------- ---------- -------------------
<S> <C> <C>
Sandra K. Orlow Vice President and Vice President and Assistant Secretary of
SEI Investments Management Assistant Secretary the Administrator and Distributor since
Corporation 1993.
Oaks, PA 19456
Age: 44

Kevin P. Robins Vice President and Senior Vice President and General Counsel
SEI Investments Management Assistant Secretary of SEI, the Administrator and the
Corporation Distributor since 1994. Vice President of
Oaks, PA 19456 SEI, the Administrator and the Distributor
Age: 37 1992-1994. Associate, Morgan, Lewis &
Bockius (law firm) prior to 1992.

Todd Cipperman Vice President and Vice President and Assistant Secretary of
SEI Investments Management Assistant Secretary SEI, the Administrator and the Distributor
Corporation since 1995. Associate, Dewey Ballantine
Oaks, PA 19456 (law firm) 1994-1995. Associate, Winston
Age: 33 & Strawn (law firm) 1991-1994.

Joseph M. O'Donnell Vice President and Vice President and Assistant Secretary of
SEI Investments Management Assistant Secretary SEI, the Administrator and Distributor
Corporation since 1998 since 1998. Vice President and General
Oaks, PA 19456 Counsel, FPS Services, Inc., 1993-1997.
Age: 43 Staff Counsel and Secretary,
ProvidentMutual Family of Funds,
1990-1993.

Jeffrey Fries Treasurer and Director, Fund Accounting and
SEI Investments Management Principal Financial Administration - SEI Fund Resources since
Corporation Officer 1997. Vice President - Smith Barney
Oaks, PA 19456 Corporate Trust Company, Trust Operations
Age: 37 Unit - 1991-1997.
</TABLE>

Trustees and officers of the Trust owned less than 1% of the outstanding shares
of the Trust as of January 31, 1998.

Trustees receive from the Trust an annual fee and are reimbursed for all
out-of-pocket expenses relating to attendance of meetings. The fees paid to
Trustees for the fiscal year ended January 31, 1998, are shown below. Officers
of the Trust do not receive compensation from the Trust for serving as
officers. No person who is a director, officer or employee of the Adviser
serves as a Trustee, officer or employee of the Trust.

S-17
<PAGE> 97

Aggregate Pension or Total
Compensation Retirement Compensation
Trustee from the Benefits Accrued Estimated from Trust
------- Trust as Part of Annual Benefits and Fund
----- Trust Expenses upon Retirement Complex(1)
-------------- --------------- ----------
<S> <C> <C> <C> <C>
Frederick A. Moreton, Jr. $4,000 $0 $0 $4,000

Robert G. Love 4,000 0 0 4,000

August Glissmeyer, Jr. 4,000 0 0 4,000

Carl S. Minden 4,000 0 0 4,000

George L. Denton, Jr. 4,000 0 0 4,000

James H. Gardner 4,000 0 0 4,000

Blaine Huntsman 4,000 0 0 4,000

Kent H. Murdock 3,000 0 0 3,000
</TABLE>

(1) The Trust is not part of a Fund Complex.

S-18
<PAGE> 98

PERFORMANCE

From time to time, each Portfolio may advertise yield or total return. These
figures will be based on historical earnings and are not intended to indicate
future performance.

The yield of a Portfolio refers to the annualized income generated by an
investment in the Portfolio over a specified 30-day period. The yield is
calculated by assuming that the income generated by the investment during that
period is generated in each such period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated
according to the following formula: Yield = 2[(a-b)/cd) + 1) -1], where a =
6
dividends and interest earned during the period; b= expenses accrued for the
period (net of waivers/reimbursement); c= the current daily number of shares
outstanding during the period that were entitled to receive dividends; and d=
maximum offering price per share on the last day of period.

For the 30 day period ended January 31, 1998, the yield for the Institutional
class of shares of each Portfolio was: Equity Fund - .59%; Balanced Fund -
2.10%; Intermediate Term Bond Fund - 5.19%; Short Term Bond Fund - 5.06%;
Municipal Bond Fund - 4.69%; Short Term Municipal Bond Fund - 3.38%; Idaho
Municipal Bond Fund - 4.21%.

For the 30 day period ended January 31, 1998, the yield for the Retail Class A
shares of each Portfolio was: Equity Fund - 0.34%; Balanced Fund - 1.77%;
Intermediate Term Bond Fund - 4.77%; Short Term Bond Fund - 4.74%; Municipal
Bond Fund - 4.27%; Short Term Municipal Bond Fund - 3.09%; Idaho Municipal Bond
Fund - 3.81%.

The Municipal Bond Fund, Short Term Municipal Bond Fund and the Idaho Municipal
Bond Fund may from time to time advertise a taxable equivalent yield. The
taxable equivalent yield for those Portfolios is the rate an investor would
have to earn from a fully taxable investment in order to equal it's yield after
taxes. Taxable equivalent yields are calculated by dividing the Portfolio's
yield by one minus the stated federal tax rate and one minus the stated federal
tax rate plus the state tax rate for state specific funds (if only a portion of
the Portfolio's yield was tax-exempt, only that portion is adjusted in the
calculation). For the 30 day period ended January 31, 1998, the taxable
equivalent yield for Institutional class of shares of the Municipal Bond Fund,
Short Term Municipal Bond Fund, and the Idaho Municipal Bond Fund, was 7.76%,
5.60%, and 8.07%, respectively, and for the Retail Class A shares of the
Municipal Bond Fund, Short Term Municipal Bond Fund, and the Idaho Municipal
Bond Fund was 7.07%, 5.12%, and 7.30%, respectively.

The total return of a Portfolio refers to the average compounded rate of return
to a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Portfolio commenced operations through
the specified date), assuming that the entire investment is redeemed at the end
of each period. In particular, total return will be calculated according to
the following formula: P(1+T) =ERV, where P = a hypothetical initial payment of
n
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.

Equity Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Equity Fund had an annual total return of 22.14%. For the period from
December 28, 1994 (commencement of operations)

S-19
<PAGE> 99

through January 31, 1998, the Institutional class of shares of the Equity Fund
had an average annual total return of 24.90%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Equity Fund had an annual total return of 16.31%. For the period from March 6,
1995 (commencement of operations) to January 31, 1998, the Retail Class A
shares of the Equity Fund had an average annual total return of 22.28%.

Balanced Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Balanced Fund had an annual return of 17.28%. For the period from
December 28, 1994 (commencement of operations) to January 31, 1998, the
Institutional class of shares of the Balanced Fund had an average annual total
return of 17.89%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Balanced Fund had an annual total return of 11.62%. For the period from March
6, 1995 (commencement of operations) to January 31, 1998, the Retail Class A
shares of the Balanced Fund had an average annual total return of 15.30%.

Intermediate Term Bond Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Intermediate Term Bond Fund had an annual return of 8.82%. For the
period from December 28, 1994 (commencement of operations) to January 31, 1998,
the Institutional class of shares of the Intermediate Term Bond Fund had an
average annual total return of 8.35%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Intermediate Bond Fund had an annual total return of 4.77%. For the period
from March 6, 1995 (commencement of operations) to January 31, 1998, the Retail
Class A shares of the Intermediate Term Bond Fund had an average annual total
return of 6.36%.

Short Term Bond Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Short Term Bond Fund had an annual total return of 6.25%. For the
period from December 28, 1994 (commencement of operations) to January 31, 1998,
the Institutional class of shares of the Short Term Bond Fund had an average
annual total return of 6.22%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Short Term Bond Fund had an annual total return of 4.48%. For the period from
March 6, 1995 (commencement of operations) to January 31, 1998, the Retail
Class A shares of the Short Term Bond Fund had an average annual total return
of 5.28%.

Municipal Bond Fund

For the fiscal year ended January 31, 1998, the Institutional Class of shares
of the Municipal Bond Fund had an annual total return of 9.90%. For the period
from November 1, 1996 (commencement of operations) to January 31, 1998, the
Institutional class of shares of the Municipal Bond Fund had an average total
return of 8.99%.

S-20
<PAGE> 100

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Municipal Bond fund had an annual total return of 5.36%. For the period from
November 1, 1996 (commencement of operations) to January 31, 1998, the Retail
Class A shares of the Municipal Bond fund had an annualized total return of
5.54%.

Short Term Municipal Bond Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Short Term Municipal Bond Fund had an annual return of 4.38%. For the
period from December 28, 1994 (commencement of operations) to January 31, 1998,
the Institutional class of shares of the Short Term Municipal Bond Fund had an
average annual total return of 4.70%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Short Term Municipal Bond Fund had an annual total return of 2.55%. For the
period from March 6, 1995 (commencement of operations) to January 31, 1998, the
Retail Class A shares of the Short Term Municipal Bond Fund had an average
annual total return of 3.98%.

Idaho Municipal Bond Fund

For the fiscal year ended January 31, 1998, the Institutional class of shares
of the Idaho Municipal Bond Fund had an annual return of 9.06%. For the period
from December 28, 1994 (commencement of operations) to January 31, 1998, the
Institutional class of shares of the Idaho Municipal Bond Fund had an average
annual total return of 7.94%.

For the fiscal year ended January 31, 1998, the Retail Class A shares of the
Idaho Municipal Bond Fund had an annual total return of 4.44%. For the period
from March 6, 1995 (commencement of operations) to January 31, 1998, the Retail
Class A shares of the Idaho Municipal Bond Fund had an average annual total
return of 5.71%.

Each Portfolio may from time to time compare its performance to other mutual
funds tracked by mutual fund rating services, to broad groups of comparable
mutual funds or to unmanaged indices which may assume investment of dividends
but generally do not reflect deductions for sales charges, administrative and
management costs.

PURCHASE AND REDEMPTION OF SHARES

The purchase and redemption price of the Institutional shares is the net asset
value of each Institutional share. The purchase price of Class A shares is the
net asset value of each Class A share plus the applicable sales load, and Class
A shares will be redeemed at a price equal to the net asset value of such Class
A shares. Shareholders may at any time redeem all or a portion of their Class
A shares at net asset value without charge. The purchase price of Class B
share is the net asset value of each Class B share. Class B shares will be
redeemed at a price equal to the net asset value of such Class B shares less
the applicable contingent deferred sales charge, if any, described in the
prospectus. The investor's price for purchase or redemption will be determined
by the net asset value of the applicable Portfolio's shares next determined
following the receipt of an order or purchase or a request to redeem such
shares.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in kind of readily marketable securities
held by a Portfolio in lieu of cash. Shareholders may incur brokerage charges
on the sale of any such securities so received in payment of redemptions.

S-21
<PAGE> 101

A gain or loss for federal income tax purposes may be realized by a taxable
shareholder upon an in-kind redemption depending upon the shareholder's basis
in the shares of the Trust redeemed.

The Trust reserves the right to suspend the right of redemption or to postpone
the date of payment upon redemption for any period during which trading on the
New York Stock Exchange is restricted, or during the existence of an emergency
(as determined by the SEC by rule or regulation) as a result of which disposal
or evaluation of the portfolio securities is not reasonably practicable, or for
such other periods as the SEC may by order permit. The Trust also reserves the
right to suspend sales of shares of the Portfolio's for any period during which
the New York Stock Exchange, the Administrator, the Distributor, the Adviser or
the Custodian is not open for business.

DETERMINATION OF NET ASSET VALUE

In accordance with the current rules and regulations of the SEC, the net asset
value of a share of each Portfolio is determined once daily as of the close of
regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern
time) on any business day for the Portfolios. The net asset values per share
of the Institutional, Class A and Class B classes of the Portfolios will differ
because of different expenses attributable to each class. The income or loss
and the expenses common to the classes of a Portfolio are allocated to each
class on the basis of the net assets of each class of a Portfolio, calculated
as of the close of business on the previous business day of the Portfolio in
relation to the total net assets in the Portfolio as of such date. In addition
to certain common expenses which are allocated the classes of a Portfolio,
certain expenses, such as those related to the distribution of shares of a
class, are allocated only to the class to which such expenses relate. The net
asset value per share of a class is determined by subtracting the liabilities
(e.g., the expenses) allocated to the class from the assets allocated to the
class and dividing the result by the total number of shares outstanding of such
class. Determination of each Portfolio's net asset value per share is made in
accordance with generally accepted accounting principles.

A Portfolio's securities are valued by the Administrator pursuant to valuations
provided by an independent pricing service. Except as provided in the next
sentence, a security listed or traded on an exchange is valued at its last
sales price on the exchange where the security is principally traded or,
lacking any sales on a particular day, the security is valued at the most
recently quoted bid price. Each security traded in the over-the-counter market
is valued at the last sales price on valuation date. If no sale is made on the
valuation date, then the security is priced at the last bid price. The pricing
service may also use a matrix system to determine valuations. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of the Trust under the general supervision of the
Trustees. Securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the supervision of
the Trust's officers in a manner specifically authorized by the Trustees of the
Trust. Short-term obligations having 60 days or less to maturity are valued at
amortized cost, which approximates fair market value.

Because net asset value per share of each Portfolio is determined only on
business days of the Portfolio, the net asset value per share of a Portfolio
may be significantly affected on days when an investor can not exchange or
redeem shares of the Portfolio.

S-22
<PAGE> 102

TAXES

The following is only a summary of certain additional tax considerations
generally affecting the Portfolios and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Portfolios or their shareholders, and
the discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. Investors are urged to consult their tax advisers with
specific reference to their own tax situation.

QUALIFICATION AS A RIC

In order to qualify for treatment as a regulated investment company ("RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"), a
Portfolio must distribute annually to its shareholders at least 90% of its
investment company taxable income (generally, net investment income plus the
excess of net short-term capital gain over net long-term capital loss)
("Distribution Requirement") and must meet several additional requirements.
Among these requirements are the following (i) at least 90% of a Portfolio's
gross income each taxable year must be derived from dividends, interest,
certain payments with respect to securities loans, gains from the sale or other
disposition of stock or securities or foreign currencies (to the extent such
currency gains are directly related to the RIC's principal business of
investing in stock or securities), and other income derived with respect to its
business of investing in such stock, securities or currencies (the "Income
Requirement"); (ii) at the close of each quarter of a Portfolio's taxable year,
at least 50% of the value of its total assets must be represented by cash and
cash items, U.S. Government securities, securities of other RICs and other
securities, with such other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of a Portfolio's assets and
that does not represent more than 10% of the outstanding voting securities of
such issuer; and (iii) at the close of each quarter of a Portfolio's taxable
year, not more than 25% of the value of its assets may be invested in
securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer or of two or more issuers which the Portfolio controls
and which are engaged in the same, similar or related trades or businesses.
(The requirements described in clauses (ii) and (iii) will collectively be
referred to in the following discussion as the "Asset Diversification
Requirement".)

Income derived by a RIC from a partnership or trust will satisfy the Income
Requirement only to the extent such income is attributable to items of income
of the partnership or trust that would satisfy the Income Requirement if they
were realized by a RIC in the same manner as realized by the partnership or
trust.

FEDERAL INCOME TAX CONSEQUENCES OF PORTFOLIO DISTRIBUTIONS

Although the Portfolios are not required by the Distribution Requirement to
distribute long-term capital gains, the Portfolios intend to distribute any net
realized long-term capital gains annually. The aggregate amount of
distributions designated by a Portfolio as capital gain dividends may not
exceed the net capital gain of such Portfolio for any taxable year, determined
by excluding any net capital loss or net long-term loss attributable to
transactions occurring after October 31 of such year and by treating any such
loss as if it arose on the first day of the following taxable year. Such
distributions will be designated as a capital gains dividend in a written
notice mailed by the Trust to shareholders not later than 60 days after the
close of each Portfolio's respective taxable year.

In the case of corporate shareholders (other than corporations, such as "S"
corporations, which are not eligible for the deduction because of their special
characteristics), distributions (other than capital gain

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dividends) of a RIC for any taxable year generally qualify for the 70%
dividends-received deduction to the extent of the gross amount of "qualifying
dividends" received by such RIC for the year (other than for purposes of
special taxes such as the accumulated earnings tax and personal holding company
tax). Generally, a dividend will be treated as a "qualifying dividend" if it
has been received from a domestic corporation. However, a dividend received by
a taxpayer will not be treated as a "qualifying dividend" if (1) it has been
received with respect to any share of stock that the taxpayer has held for 45
days (90 days in the case of certain preferred stock) or less during the 90-day
period beginning on the day which is 45 days before the date on which the stock
becomes ex-dividend (during the 180-day period beginning on the date which is
90 days before such date, in the case of certain preferred stock); and (ii) any
period during which the Portfolio has an option to sell, is under a contractual
obligation to sell, has made and not closed a short sale of, has granted
certain options to buy or has otherwise diminished its risk of loss by holding
other positions with respect to, such (or substantially identical) stock); (2)
to the extent that the taxpayer is under an obligation (pursuant to a short
sale or otherwise) to make related payments with respect to positions in
substantially similar or related property; or (3) to the extent the stock on
which the dividend is paid is treated as debt-financed under the rules of Code
Section 246A. Moreover, the dividends-received deduction for a corporate
shareholder may be disallowed or reduced (1) if the corporate shareholder fails
to satisfy the foregoing requirements with respect to its shares of the
Portfolio, or (2) by application of Code Section 246(b), which in general
limits the dividends-received deduction to 70% of the shareholder's taxable
income (determined without regard to the dividends-received deduction and
certain other items). The Trust will designate the portion, if any, of the
distribution made by a Portfolio that qualifies for the dividends-received
deduction in a written notice mailed by the Portfolio to shareholders not later
than 60 days after the close of the Portfolio's taxable year. Only the Equity
Fund and the Balanced Fund are expected to have any portion of their dividends
so designated.

Investors should note that changes made to the Code by the Taxpayer Relief Act
of 1997 have increased the tax rate distinctions between capital gain and
ordinary income distributions. The nominal maximum marginal rate on ordinary
income for individuals, trusts and estates is now 39.6%, but for individual
taxpayers whose adjusted gross income exceeds certain threshold amounts (that
differ depending on the taxpayer's filing status), provisions phasing out
personal exemptions and limiting itemized deductions may cause the actual
marginal rate to exceed 39.6%. The maximum rate on the net capital gain of
individuals, trusts and estates, however, is 20% if the property sold has been
held for more than 18 months. Long-term capital gains of non-corporate
taxpayers are currently taxed at a maximum rate that in some cases may be 19.6%
lower than the maximum rate applicable to ordinary income. Capital gains and
ordinary income of corporate taxpayers are taxed at a nominal maximum rate of
35% (an effective marginal rate of 39% applies in the case of corporations
having taxable income between $100,000 and $335,000 and an effective marginal
rate of 38% applies in the case of corporations having taxable income between
$15,000,000 and $18,333,333).

Corporate as well as non-corporate taxpayers may be liable for alternative
minimum tax, which is imposed at the maximum rate of 28% in the case of
non-corporate taxpayers and 20% in the case of corporate taxpayers of
"alternative minimum taxable income" (less an applicable "exemption amount") in
lieu of the regular corporate or non-corporate income tax. "Alternative
minimum taxable income" is equal to "taxable income" (as determined for regular
corporate income tax purposes) with certain adjustments. Although corporate
taxpayers in determining "alternative minimum taxable income" are allowed to
exclude exempt-interest dividends (other than exempt-interest dividends derived
from certain private activity bonds, as explained below) and to utilize the 70%
dividends-received deduction at the first level of computation, the Code
requires (as a second computational step) that corporate "alternative minimum
taxable income" be increased by 75% of the excess of "adjusted current
earnings" over other "alternative minimum taxable

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income." In determining their "adjusted current earnings," corporate
shareholders must take into account (1) all exempt-interest dividends and (2)
the full amount of all dividends from a Portfolio that are treated as
"qualifying dividends" for purposes of the dividends-received deduction. As
much as 75% of any exempt-interest dividend and 82.5% of any "qualifying
dividend" received by a corporate shareholder could, as a consequence, be
subject to alternative minimum tax. For tax years beginning after 1997,
however, certain small corporations are wholly exempt from the alternative
minimum tax.

If for any taxable year any Portfolio does not qualify as a RIC, all of its
taxable income will be subject to tax at regular corporate rates without any
deduction for distributions to shareholders, and all distributions will be
taxable as ordinary dividends (including amounts derived from interest on
municipal securities in the case of the Municipal Bond Fund, Short Term
Municipal Bond Fund and the Idaho Municipal Bond Fund) to the extent of such
Portfolio's current and accumulated earning and profits. Such distributions
will be eligible for the dividends-received deduction in the case of corporate
shareholders.

SPECIAL CONSIDERATIONS RELATING TO MUNICIPAL BOND FUND, SHORT TERM MUNICIPAL
BOND FUND AND IDAHO MUNICIPAL BOND FUND

As described in the Prospectus, each of these Portfolios is designed to provide
investors with current tax-exempt interest income in the form of
exempt-interest dividends. Investors in these Portfolios should note, however,
that taxpayers are required to report the receipt of tax-exempt interest and
exempt-interest dividends in their Federal income tax returns. Furthermore,
distributions made by the Portfolios out of realized capital gain or realized
market discount will be taxable. Although the Portfolios generally do not
expect to receive net investment income other than interest on municipal
securities, up to 20% of the net assets of each Portfolio may be invested in
securities that do not pay tax-exempt interest. Any taxable income recognized
by the Portfolios will be distributed and taxed to their shareholders in
accordance with the rules described in the Prospectus with respect to the other
Portfolios of the Trust. See Prospectus, "Taxes - Tax Status of Distributions
(Equity Fund, Balanced Fund, Intermediate Term Bond Fund, and Short Term Bond
Fund)."

Investors should also note that in two circumstances exempt-interest dividends,
while exempt from regular Federal income tax, are subject to alternative
minimum tax at a maximum rate of 28%, in the case of individuals, trusts and
estates, and 20% in the case of corporate taxpayers (other than certain small
corporations). First, tax-exempt interest and exempt-interest dividends
derived from certain private activity bonds issued after August 7, 1986, will
generally constitute an item of tax preference for corporate and non-corporate
taxpayers in determining alternative minimum tax liability. The Municipal Bond
Fund and the Short Term Municipal Bond Fund may invest in such private activity
bonds if consistent with the credit quality standards and other investment
policies of those Portfolios. Although it does not currently intend to do so,
the Idaho Municipal Bond Fund may invest up to 100% of its net assets in such
private activity bonds. Secondly (as discussed above), tax-exempt interest and
exempt-interest dividends derived from all municipal securities must be taken
into account by corporate taxpayers in determining their adjusted current
earnings adjustment for alternative minimum tax purposes and may as a
consequence be subject to tax at an effective rate of 15%.

Receipt of exempt-interest dividends may also result in collateral Federal
income tax consequences to certain taxpayers, including S corporations,
financial institutions, property and casualty insurance companies, individual
recipients of Social Security or Railroad Retirement benefits, and foreign
corporations engaged in a trade or business in the United States. Prospective
investors should consult their own tax advisors as to such consequences.

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The Portfolios may also not be an appropriate investment for entities which are
"substantial users" of facilities financed by private activity bonds or
"related persons" thereof. "Substantial user" is defined under U.S. Treasury
Regulations to include a nonexempt person who regularly uses a part of such
facilities in his trade or business and (1) whose gross revenues derived with
respect to the facilities financed by the issuance of the bonds are more than
5% of the total revenue derived by all users of such facilities, (2) who
occupies more than 5% of the entire usable area of such facilities, or (3) for
whom such facilities or a part thereof were specifically constructed,
reconstructed or acquired. "Related persons" include certain related natural
persons, affiliated corporations, a partnership and its partners and an S
Corporation and its shareholders.

Each of the Portfolios reserves the right to acquire standby commitments with
respect to municipal securities held in its portfolio and will treat any
interest received on municipal securities subject to such standby commitments
as tax-exempt income. In Rev. Rul. 82-144, 1982-2 C.B. 34, the Internal
Revenue Service held that a mutual fund acquired ownership of municipal
obligations for Federal income tax purposes, even though the fund
simultaneously purchased "put" agreements with respect to the same municipal
obligations from the seller of the obligations. The Portfolios will not engage
in transactions involving the use of standby commitments that differ materially
from the transaction described in Rev. Rul. 82-144 without first obtaining a
private letter ruling from the Internal Revenue Service or the opinion of
counsel.

Interest on indebtedness incurred by a shareholder to purchase or carry shares
of the Portfolios is not deductible for income tax purposes if (as expected)
the Portfolios distribute exempt-interest dividends during the shareholder's
taxable year.

SPECIAL TAX CONSIDERATIONS RELATING TO THE EQUITY FUND AND THE BALANCED FUND

The following discussion relates to the particular Federal income tax
consequences of the investment policies of the Equity Fund and the Balanced
Fund. The ability of these Portfolios to engage in options and short sale
activities will be somewhat limited by the requirements for their continued
qualification as RICs under the Code, in particular the Distribution
Requirement and the Asset Diversification Requirement.

The options transactions that the Equity Fund and Balanced Fund enter into may
result in "straddles" for Federal income tax purposes. The straddle rules of
the Code may affect the character of gains and losses realized by the
Portfolios. In addition, losses realized by the Portfolios on positions that
are part of a straddle may be deferred under the straddle rules, rather than
being taken into account in calculating the investment company taxable income
and net capital gain of the Portfolios for the taxable year in which such
losses are realized. Losses realized prior to October 31 of any year may be
similarly deferred under the straddle rules in determining the "required
distribution" that the Portfolios must make in order to avoid Federal excise
tax. Furthermore, in determining their investment company taxable income and
ordinary income, the Portfolios may be required to capitalize, rather than
deduct currently, any interest expense on indebtedness incurred or continued to
purchase or carry any positions that are part of a straddle. The tax
consequences to the Portfolios of holding straddle positions may be further
affected by various annual and transactional elections provided under the Code
and Treasury regulations that the Portfolios may make.

Because only a few regulations implementing the straddle rules have been
promulgated by the U.S. Treasury, the tax consequences to the Equity Fund and
Balanced Fund of engaging in options transactions are not entirely clear.
Nevertheless, it is evident that application of the straddle rules may
substantially

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increase or decrease the amount which must be distributed to shareholders in
satisfaction of the Distribution Requirement (or to avoid Federal excise tax
liability) for any taxable year in comparison to a fund that did not engage in
options transactions.

The writer of a covered call option generally does not recognize income upon
receipt of the option premium. If the option expires unexercised or is closed
on an exchange, the writer generally recognizes short-term capital gain. If
the option is exercised, the premium is included in the consideration received
by the writer in determining the capital gain or loss recognized in the
resultant sale.

For purposes of the Asset Diversification Requirement, the issuer of a call
option on a security (including an option written on an exchange) will be
deemed to be the issuer of the underlying security. The Internal Revenue
Service has informally ruled, however, that a call option that is written by a
fund need not be counted for purposes of the Asset Diversification Requirement
where the fund holds the underlying security. Under the Code, a fund may not
rely on informal rulings of the Internal Revenue Service issued to other
taxpayers. Consequently, the Equity Fund and Balanced Fund may find it
necessary to seek a ruling from the Internal Revenue Service on this issue or
to curtail their writing of covered call options in order to stay within the
limits of the Asset Diversification Requirement.

ADDITIONAL FEDERAL TAX CONSIDERATIONS

The Code imposes a non-deductible 4% excise tax on RICs that do not distribute
with respect to each calendar year an amount equal to 98 percent of their
ordinary income for the calendar year plus 98 percent of their capital gain net
income for the one-year period ending on October 31 of such calendar year. The
balance of such income must be distributed during the next calendar year. For
the foregoing purposes, a company is treated as having distributed any amount
on which it is subject to income tax for any taxable year ending in such
calendar year. Because each Portfolio intends to distribute all of its taxable
income currently, none of the Portfolios anticipates incurring any liability
for this excise tax.

Investors should be aware that any loss realized on a sale of shares of a
Portfolio will be disallowed to the extent an investor repurchases shares of
the same Portfolio within a period of 61 days (beginning 30 days before and
ending 30 days after the day of disposition of the shares). Dividends paid by
a Portfolio in the form of shares within the 61-day period would be treated as
a purchase for this purpose.

A shareholder will recognize gain or loss upon an exchange of shares of a
Portfolio for shares of another Portfolio upon exercise of an exchange
privilege. Shareholders may not include the initial sales charge in the tax
basis of shares exchanged for shares of another Portfolio for the purpose of
determining gain or loss on the exchange, where the shares exchanged have been
held 90 days or less. The sales charge that was imposed on the exchanged
shares will instead increase the basis of the shares acquired through exercise
privilege (unless the shares acquired are also exchanged for shares of another
Portfolio within 90 days after the first exchange).

The Portfolios will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends (other than exempt-interest dividends)
paid to any shareholder (1) who has provided either an incorrect tax
identification number or no number at all, (2) who is subject to backup
withholding by the Internal Revenue Service for failure to report the receipt
of interest or dividend income properly, or (3) who has failed to certify to
the Portfolio that he is not subject to backup withholding or that he is an
"exempt recipient."

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<PAGE> 107

The foregoing general discussion of Federal income tax consequences is based on
the Code and the regulations issued thereunder as in effect on the date of this
Statement of Additional Information. Future legislative or administrative
changes or court decisions may significantly change the conclusions expressed
herein, and any such changes or decisions may have a retroactive effect with
respect to the transactions contemplated herein.

STATE AND LOCAL TAX CONSIDERATIONS

Although each Portfolio expects to qualify as a RIC and to be relieved of all
or substantially all Federal income taxes, depending upon the extent of its
activities in states and localities in which its offices are maintained, in
which its agents or independent contractors are located or in which it is
otherwise deemed to be conducting business, each Portfolio may be subject to
the tax laws of such states or localities.

PORTFOLIO TRANSACTIONS

The Portfolios have no obligation to deal with any dealer or group of dealers
in the execution of transactions in securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing orders to
execute portfolio transactions. In placing orders, it is the policy of each
Portfolio to seek to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the securities
involved. While the Adviser generally seeks reasonably competitive spreads or
commissions, the Portfolios will not necessarily be paying the lowest spread or
commissions available. A Portfolio will not purchase securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.

The Portfolios may execute brokerage or other agency transactions through the
Distributor, a registered broker-dealer, for a commission, in conformity with
the 1940 Act, the Securities Exchange Act of 1934, as amended, and rules of the
SEC. Under these provisions, the Distributor is permitted to receive and
retain compensation for effecting portfolio transactions for a Portfolio on an
exchange if a written contract is in effect between the Distributor and the
Trust expressly permitting the Distributor to receive and retain such
compensation. The Portfolios may also execute brokerage or other agency
transactions with affiliates of the Adviser in compliance with those
provisions.

Those provisions further require that commissions paid to the Distributor by
the Trust for exchange transactions not exceed "usual and customary" brokerage
commissions. The rules define "usual and customary" commissions to include
amounts which are "reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time." In addition, a
Portfolio may direct commission business to one or more designated
broker-dealers, including the Distributor, in connection with such
broker-dealer's payment of certain of the Portfolio's expenses or the
performance of certain services, such as research services. The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.

Since the Trust does not currently market its shares through intermediary
brokers or dealers, it is not the Trust's practice to allocate brokerage or
principal business on the basis of sales of its shares which may be

S-28
<PAGE> 108

made through such firms. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Trust to clients, and may, when a
number of brokers and dealers can provide best price and execution on a
particular transaction, consider such recommendations by a broker or dealer in
selecting among broker-dealers.

The Trust does not use one particular dealer, but the Adviser may, consistent
with the interests of the Portfolios, select brokers on the basis of the
research services they provide to the Adviser. Such services may include
analysis of the business or prospects of a company, industry or economic sector
or statistical and pricing services. Information so received by the Adviser
will be in addition to and not in lieu of the services required to be performed
by the Adviser under the Advisory Agreement. Research services furnished by
brokers through whom the Trust effects securities transactions may be used by
the Adviser in the servicing of its other accounts and not all such services
may be used by the Adviser in connection with the Portfolios. If in the
judgment of the Adviser the Portfolios, or other accounts managed by the
Adviser, will be benefitted by supplemental research services, the Adviser is
authorized to pay brokerage commissions to a broker furnishing such services
which are in excess of commissions which another broker may have charged for
effecting the same transaction. The expenses of an Adviser will not
necessarily be reduced as a result of the receipt of such supplemental
information.

For the fiscal year ended January 31, 1998, the Equity Fund paid brokerage
commissions of $152,647. The Adviser allocated certain of the Equity Fund's
brokerage transactions to certain broker-dealers that provided the Adviser with
certain research, statistical and other information. Such transactions
amounted to $81,177,191 and the related brokerage commissions were $104,950.

For the fiscal year ended January 31, 1998, the Balanced Fund paid brokerage
commissions of $88,559. The Adviser allocated certain of the Balance Fund's
brokerage transactions to certain broker-dealers that provided the Adviser with
research, statistical and other information. Such transactions amounted to
$46,239,684 and the related brokerage commissions were $58,546.

The portfolio turnover rate for each of the Portfolios for the fiscal year
ended January 31, 1998, was as follows: Equity Fund - 36.68%; Balanced Fund -
30.91%; Intermediate Term Bond Fund - 20.91%; Short Term Bond Fund - 48.90%;
Municipal Bond Fund - 93.18%; Short Term Municipal Bond Fund - 64.76%; Idaho
Municipal Bond Fund - 17.64%. Portfolio turnover rates may vary from year to
year and may be affected by cash requirements for redemptions and by
requirements which enable a Portfolio to maintain its status as a regulated
investment company under the Code.

The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of January 31, 1998, the Intermediate
Term Bond Fund held mortgage-backed bonds issued by Donaldson, Lufkin &
Jenrette having a value of $5,376,000.

LIMITATION OF TRUSTEE'S LIABILITY

The Trust Agreement provides indemnities and waivers of liability to Trustees
based on certain actions or failures to act while serving as a Trustee.
Insurance has also been obtained by the Trust on behalf of the Trustees to
cover losses arising from certain errors or omissions of a Trustee.

S-29
<PAGE> 109

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of May 12, 1998, the following entities owned 5% or more of the outstanding
Institutional shares: Equity Fund: First Security Corporation Trust Groups,
P.O. Box 25297, Salt Lake City, Utah 84125 (100%); Balanced Fund: First
Security Corporation Trust Groups, P.O. Box 25297, Salt Lake City, Utah 84125
(99.89%); Intermediate Term Bond Fund: First Security Corporation Trust Groups,
P.O. Box 25297, Salt Lake City, Utah 84125 (100%); Short Term Bond Fund: First
Security Corporation Trust Groups, P.O. Box 25297, Salt Lake City, Utah 84125
(100%); Municipal Bond Fund: First Security Corporation Trust Groups, P.O. Box
25297, Salt Lake City, Utah 84125 (99.96%); Short Term Municipal Bond Fund:
First Security Corporation Trust Groups, P.O. Box 25297, Salt Lake City, Utah
84125 (99.80%); Idaho Municipal Bond Fund: First Security Corporation Trust
Groups, P.O. Box 25297, Salt Lake City, Utah 84125 (97.67%).

As of May 12, 1998, the following entities owned 5% or more of the outstanding
Retail Class A shares: Equity Fund: BHC Securities, Inc., One Commerce Square,
2005 Market St., Philadelphia, PA 19103 (73.48%); Balanced Fund: BHC
Securities, Inc., One Commerce Square, 2005 Market St., Philadelphia, PA 19103
(81.56%); Intermediate Term Bond Fund: BHC Securities, Inc., One Commerce
Square, 2005 Market St., Philadelphia, PA 19103 (87.32%); Short Term Bond Fund:
BHC Securities, Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA
19103 (37.80%); Keith W. Slater & Gwen S. Rhodes & Myrl L. Slater Jr., Nevada
W. Slater Trust, 4554 S. 2350 W, Rov, UT 84067 (21.97%); Honey J. Larson, 1798
Millbrook Rd., Salt Lake City, UT 84106 (26.16%); Municipal Bond Fund: BHC
Securities, Inc., One Commerce Square, 2005 Market St., Philadelphia, PA 19103
(99.39%); Short Term Municipal Bond Fund: BHC Securities, Inc., One Commerce
Square, 2005 Market St., Philadelphia, PA 19103 (89.78%); Don Milton Robinson,
4276 Brunswick Ave., Los Angeles, CA 90039 (10.17%); Idaho Municipal Bond Fund:
BHC Securities, Inc., One Commerce Square, 2005 Market St., Philadelphia, PA
19103 (87.24%); Elizabeth Neyman, 109 E. Pine, Hailey, ID 83333 (7.64%).

As of May 12, 1998, the following entities owned 5% or more of the outstanding
Retail Class B shares: Equity Fund: BHC Securities, Inc., One Commerce Square,
2005 Market St., Philadelphia, PA 19103 (93.49%); Balanced Fund: BHC
Securities, Inc., One Commerce Square, 2005 Market St., Philadelphia, PA 19103
(97.11%); Municipal Bond Fund: DST Audit, 210 W. 10th St., Fl. 7, Kansas City,
MO 64105 (24.98%), SEI Trust Company CUST, 210 W. 10th St., Fl. 7, Kansas City,
MO 64105 (24.98%), SEI Corporation, Attn: Bob Groth, 680 E. Swedesford Rd.,
Wayne, PA 19087 (50.02%); Idaho Municipal Bond Fund: DST Audit, 210 W. 10th
St., Fl. 7, Kansas City, MO 64105 (25.00%), SEI Trust Company CUST, 210 W. 10th
St., Fl. 7, Kansas City, MO 64105 (25.00%), SEI Corporation, Attn: Bob Groth,
680 E. Swedesford Rd., Wayne, PA 19087 (50.00%).

COUNSEL TO THE TRUST

Ballard Spahr Andrews & Ingersoll, L.L.P. serves as counsel to the Trust.

FINANCIAL STATEMENTS

Audited financial statements of the Trust for the fiscal year ended January 31,
1998 and the Independent Auditors' Report of Deloitte & Touche LLP dated March
20, 1998 are contained in the Trust's Annual Report to Shareholders for its
fiscal year ended January 31, 1998 and are incorporated in this Statement of
Additional Information by reference. A copy of the Trust's Annual Report to
Shareholders shall be provided along with this Statement of Additional
Information to each person to whom the Statement of

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Additional Information is sent, unless such person then holds securities issued
by the Trust, in which case a copy of the Trust's Annual Report to Shareholders
will be furnished to such person without charge upon request made to SEI
Investments Distribution Co., by written request addressed to Oaks, PA 19456 or
by calling 1-800-472-0577.

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PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

(1) Institutional Class of Equity Fund, Balanced Fund,
Intermediate Term Bond Fund, Short Term Bond Fund,
Municipal Bond Fund, Short Term Municipal Bond
Fund and Idaho Municipal Bond Fund

In Part A:

Financial Highlights

In Part B:

Financial Statements as of January 31, 1998
(audited), with Independent Auditors' Report
incorporated by reference to Annual Report to
Shareholders.

(2) Retail Class A of Equity Fund, Balanced Fund,
Intermediate Term Bond Fund, Short Term Bond Fund,
Municipal Bond Fund, Short Term Municipal Bond
Fund and Idaho Municipal Bond Fund:

In Part A:

Financial Highlights

In Part B:

Financial Statements as of January 31, 1998
(audited), with Independent Auditors' Report
incorporated by reference to Annual Report to
Shareholders.

(3) Retail Class B of Equity Fund, Balanced Fund
Municipal Bond Fund and Idaho Municipal Bond Fund.

None

(b) Exhibits:

Exhibit

<PAGE> 112

<TABLE>
<CAPTION>
Number Description*
------- -----------
<S> <C> <C>
1(a) - Amended and Restated Master Trust Agreement dated October 7, 1994 was filed as Exhibit 1(a) to
Post-Effective Amendment No. 8 on May 31, 1995, and was filed herewith electronically as an
Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and is hereby incorporated by
reference.

1(b) - Amendment No. 1 to Amended and Restated Master Trust Agreement dated December 1, 1994 was
filed as Exhibit 1(b) to Post-Effective Amendment No. 8 on May 31, 1995, and was filed
electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and is hereby
incorporated by reference.

1(c) - Certificate of Designation of Shares dated February 6, 1998.

2 - By-Laws were filed as Exhibit No. 2 to Registration Statement on December 19, 1988, and were
filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and is
hereby incorporated by reference.

3 - Not Applicable.

4 - Not Applicable.

5(a) - Investment Advisory Agreement dated February 1, 1989 between Registrant and First Security
Investment Management, Inc. was filed as Exhibit No. 5 to Post-Effective Amendment No. 1 on
August 30, 1989, and was filed electronically as an Exhibit to Post-Effective Amendment No. 11
on May 30, 1996, and is hereby incorporated by reference.

5(b) - First Amendment to Investment Advisory Agreement dated December 27, 1994 between Registrant
and First Security Investment Management, Inc. was filed as Exhibit 5(b) to Post-Effective
Amendment No. 8 on May 31, 1995, and was filed electronically as an Exhibit to Post-Effective
Amendment No. 11 on May 30, 1996, and is hereby incorporated by reference.
</TABLE>

- ---------------------------------------

* As used herein the term "Registration Statement" refers to the
Registration Statement of Registrant under the Securities Act of 1933 on Form
N-1A, No. 33-26205, and the term "Post-Effective Amendment" refers to a
post-effective amendment to the Registration Statement.

2
<PAGE> 113

<TABLE>
<S> <C> <C>
5(c) - Second Amendment to Investment Advisory Agreement between Registrant and First Security
Investment Management was filed electronically as an Exhibit to Post-Effective Amendment No.
12 on March 31, 1997, and is hereby incorporated by reference.

6(a) - Distribution Agreement dated December 27, 1994 between Registrant and SEI Investments
Distribution Co. was filed as Exhibit 6 to Post-Effective Amendment No. 8 on May 31, 1995, and
was filed herewith electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30,
1996, and is hereby incorporated by reference.

6(b) - Distribution and Services Agreement dated February 6, 1998 between Registrant and SEI
Investments Distribution Co. relating to Class B Shares was filed electronically as an Exhibit
to Post-Effective Amendment No. 13 on March 2, 1998, and is hereby incorporated by reference.

7 - Not Applicable.

8 - Custodian Agreement dated December 27, 1994 between Registrant and CoreStates Bank, N.A. was
filed as Exhibit 8 to Post-Effective Amendment No. 8 on May 31, 1995, and was filed
electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and is hereby
incorporated by reference.

9(a) - Transfer Agency Agreement dated December 27, 1994 between Registrant and Supervised Service
Company was filed as Exhibit 9(a) to Post-Effective Amendment No. 8 on May 31, 1995, and was
filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and is
hereby incorporated by reference.

9(b) - Consent of the Registrant to the Assignment of the Transfer Agency Agreement between
Registrant and Supervised Service Company to DST Systems, Inc. was filed as Exhibit 9(b) to
Post-Effective Amendment No. 8 on May 31, 1995, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 11 on May 30, 1996, and is hereby incorporated by reference.

9(c) - Administration Agreement dated December 27, 1994 between Registrant and SEI Financial
Management Corporation was filed as Exhibit 9(c) to Post-Effective Amendment No. 8 on
</TABLE>

3
<PAGE> 114

<TABLE>
<S> <C> <C>
May 31, 1995, and was filed electronically as an Exhibit to Post-Effective Amendment No. 11 on
May 30, 1996, and is hereby incorporated by reference.

9(d) - Credit Agreement dated as of October 11, 1995 between Registrant and Morgan Guaranty Trust
Company was filed as Exhibit 9(d) to Post-Effective Amendment No. 10 on October 13, 1995, and
was filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996, and
is hereby incorporated by reference.

9(e) - Amendment to Agreement dated as of October 10, 1996 between Registrant and Morgan Guaranty
Trust Company was filed electronically as an Exhibit to Post-Effective Amendment No. 12 on
March 31, 1997, and is hereby incorporated by reference.

9(f) - Amendment Agreement dated as of October 9, 1997 between Registrant and Morgan Guaranty Trust
Company was filed electronically as an Exhibit to Post-Effective Amendment No. 13 on March 2,
1998, and is hereby incorporated by reference.

9(g) - Amendment Agreement dated as of March 30, 1998 between Registrant and Morgan Guaranty Trust
Company is filed herewith electronically.

10(a) - Opinion of Counsel was filed as Exhibit No. 10 to Pre-Effective Amendment No. 1 on February 6,
1989, and was filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30,
1996, and is hereby incorporated by reference.

10(b) - Opinion of Ballard Spahr Andrews & Ingersoll, LLP dated March 2, 1998 was filed electronically
as an Exhibit to Post-Effective Amendment No. 13 on March 2, 1998, and is hereby incorporated
by reference.

11(a) - Consent of Ballard Spahr Andrews & Ingersoll, LLP is filed herewith electronically.

11(b) - Consent of Deloitte & Touche LLP is filed herewith electronically.

11(c) - Powers of Attorney were filed electronically as an Exhibit to Post-Effective Amendment No.
13 on March 2, 1998, and are hereby incorporated by reference.
</TABLE>

4
<PAGE> 115

<TABLE>
<S> <C> <C>
12 - Not Applicable.

13 - Share Purchase Agreement dated December 14, 1994 between Registrant and SEI Financial
Management Corporation was filed as Exhibit 13 to Post-Effective Amendment No. 8 on May 31,
1995, and was filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30,
1996, and is hereby incorporated by reference.

14 - Not Applicable.

15(a) - Rule 12b-1 Plan with respect to Retail Class A Shares between Registrant and SEI Investments
Distribution Co. was filed as Exhibit 15 to Post-Effective Amendment No. 8 on May 31, 1995,
and was filed electronically as an Exhibit to Post-Effective Amendment No. 11 on May 30, 1996,
and is hereby incorporated by reference.

15(b) - Distribution Plan with respect to Retail Class B Shares between Registrant and SEI Investments
Distribution Co. was filed electronically as an Exhibit to Post-Effective Amendment No. 13 on
March 2, 1998, and is hereby incorporated by reference.

16 - Not Applicable.

17 - Financial Data Schedules are filed herewith.

18(b) - Rule 18f-3 Multiple Class Plan dated August 4, 1995, as amended February 6, 1998, was filed
electronically as an Exhibit to Post-Effective Amendment No. 13 on March 2, 1998, and is
hereby incorporated by reference.
</TABLE>

Item 25. Persons Controlled by or under Common Control with Registrant.

Not Applicable.

Item 26. Number of Holders of Securities.

<TABLE>
<CAPTION>
Number of Record
Institutional Class Holders at May 12, 1998
------------------- -----------------------
<S> <C>
Equity Fund 8
Balanced Fund 8
Intermediate Term Bond Fund 7
Short Term Bond Fund 7
</TABLE>

5
<PAGE> 116

<TABLE>
<S> <C>
Municipal Bond Fund 7
Short Term Municipal Bond Fund 7
Idaho Municipal Bond Fund 7
</TABLE>

<TABLE>
<CAPTION>
Number of Record
Retail Class A Holders at May 12, 1998
-------------- -----------------------
<S> <C>
Equity Fund 273
Balanced Fund 148
Intermediate Term Bond Fund 23
Short Term Bond Fund 18
Municipal Bond Fund 7
Short Term Municipal Bond Fund 8
Idaho Municipal Bond Fund 32
</TABLE>

<TABLE>
<CAPTION>
Number of Record
Retail Class B Holders at May 12, 1998
-------------- -----------------------
<S> <C>
Equity Fund 13
Balanced Fund 12
Municipal Bond Fund 6
Idaho Municipal Bond Fund 6
</TABLE>

Item 27. Indemnification

Under Section 6.4 of the Registrant's Amended and Restated Master
Trust Agreement, any past or present Trustee or officer of Registrant
(including persons who serve at Registrant's request as directors, officers or
trustees of another organization in which Registrant has any interest as a
shareholder, creditor or otherwise (hereinafter referred to as a "Covered
Person")) is indemnified to the fullest extent permitted by law against
liability and all expenses reasonably incurred by him in connection with any
action, suit or proceeding to which he may be a party or otherwise involved by
reason of his being or having been a Covered Person. This provision does not
authorize indemnification when it is determined, in the manner specified in the
Amended and Restated Master Trust Agreement, that a Covered Person has not
acted in good faith in the reasonable belief that his actions were in or not
opposed to the best interests of Registrant. Moreover, this provision does not
authorize indemnification when it is determined, in the manner specified in the
Amended and Restated Master Trust Agreement, that the Covered Person would
otherwise be liable to Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.
Expenses may be paid by Registrant in advance of the final disposition of any
action, suit or proceeding upon receipt of an undertaking by a Covered Person
to repay those expenses to Registrant in the event that it is ultimately
determined that indemnification of the expenses is not authorized under the
Amended and Restated Master Trust Agreement and the Covered Person either
provides security for such undertaking or insures Registrant against losses
from such advances or the

6
<PAGE> 117

disinterested Trustees or independent legal counsel determines, in the manner
specified in the Amended and Restated Master Trust Agreement, that there is
reason to believe the Covered Person will be found to be entitled to
indemnification.

Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
Trustees, officers and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment be
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser.

<TABLE>
<CAPTION>
Principal Occupation or
Other Employment of a
Position with Substantial Nature During
Name Adviser The Past Two Years
- ---- ------------- -------------------------
<S> <C> <C>
Sterling K. Jenson President and Vice President and Senior Portfolio
Director Manager.

A. Robert Thorup Secretary Shareholder & Director, Ray, Quinney & Nebeker, P.C.
(law firm); Secretary and General Counsel, First
Security Investment Services (retail securities
brokerage); President, ICHA Management Corporation
(hotel ownership and management); President and
Director, Inns West Management, Inc. (hotel management);
President, Bonneville Education Foundation (charitable
foundation); General Partner, Ken Rey Associates, Ltd.
(private investment partnership).

Curtis J. Anderson Senior Vice President Senior Portfolio Manager.

Mark L. Anderson Vice President Senior Portfolio Manager.

John B. Tousley Vice President Senior Portfolio Manager.
</TABLE>

7
<PAGE> 118

<TABLE>
<CAPTION>
Principal Occupation or
Other Employment of a
Position with Substantial Nature During
Name Adviser The Past Two Years
- ---- ------------- ---------------------------
<S> <C> <C>
Richard Baird Vice President Senior Portfolio Manager.
</TABLE>

Item 29. Principal Underwriter.

(a) The Registrant's distributor, SEI Investments
Distribution Co. ("SIDC") acts as distributor for: SEI Daily Income Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, The Advisor's Inner Circle Fund, The
Pillar Funds, CUFUND, STI Classic Funds, CoreFunds, Inc., First American Funds,
Inc., First American Investment Funds, Inc., The Arbor Fund, Boston 1784 Funds,
The PBHG Funds, Inc., Marquis Funds, Morgan Grenfell Investment Trust, Bishop
Street Funds, CrestFunds, Inc., STI Classic Variable Trust, ARK Funds, Monitor
Funds, FMB Funds, Inc., SEI Asset Allocation Trust, TIP Funds, SEI
Institutional Investments Trust, First American Strategy Funds, Inc., HighMark
Funds, Armada Funds, PBHG Insurance Series Fund, Inc., The Expedition Funds and
TIP Institutional Funds pursuant to distribution agreements dated July 15,
1982, November 29, 1982, December 3, 1982, July 10, 1985, January 22, 1987,
August 30, 1988, November 14, 1991, February 28, 1992, May 1, 1992, May 29,
1992, October 30, 1992, November 1, 1992, November 1, 1992, January 28, 1993,
June 1, 1993, July 16, 1993, August 17, 1993, January 3, 1994, December 27,
1994, January 27, 1995, March 1, 1995, August 18, 1995, November 1, 1995,
January 11, 1996, March 1, 1996, April 1, 1996, April 28, 1996, June 14, 1996,
October 1, 1996, February 18, 1997, March 8, 1997, April 1, 1997, June 9, 1997
and January 1, 1998.

SIDC provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement, and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("Market Link").

(b) The following are the directors and officers of SIDC.
Unless otherwise noted, the business address of each director or officer is
Oaks, PA 19456.

<TABLE>
<CAPTION>
Position and Positions and
Offices with Offices with
Name Underwriter Registrant
---- ------------ -------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman and Chief --
Executive Officer

Henry H. Greer Director --

Carmen V. Romeo Director --
</TABLE>

8
<PAGE> 119

<TABLE>
<CAPTION>
Position and Positions and
Offices with Offices with
Name Underwriter Registrant
---- ------------ -------------
<S> <C> <C>
Mark J. Held President & Chief Operations
Officer
--
Gilbert L. Beebower Executive Vice President

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert H. Silvestri Chief Financial Officer &
Treasurer

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchinson Senior Vice President --

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Patrick K. Walsh Senior Vice President --

Kevin P. Robins Senior Vice President, General Vice President & Assistant
Counsel & Secretary Secretary

Robert Crudup Vice President & Managing --
Director

Barbara Doyne Vice President

Jeff Drennen Vice President --

Victor Galef Vice President & Managing --
Director

Kim Kirk Vice President & Managing --
Director
</TABLE>

9
<PAGE> 120

<TABLE>
<CAPTION>
Position and Positions and
Offices with Offices with
Name Underwriter Registrant
---- ----------- -------------
<S> <C> <C>
Carolyn McLaurin Vice President & Managing
Director --

John Krzeminski Vice President & Managing --
Director

Donald Pepin Vice President & Managing --
Director

Mark Samuels Vice President & Managing --
Director

Wayne M. Withrow Vice President & Managing --
Director

Sandra K. Orlow Vice President & Assistant Vice President & Assistant
Secretary Secretary

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Vice President & Assistant
Secretary Secretary

Kathy Heilig Vice President --

Samuel King Vice President --

Mark Nagle Vice President --

Joanne Nelson Vice President --

W. Kelso Morrill Vice President --

Joseph M. O'Donnell Vice President & Assistant Vice President & Assistant
Secretary Secretary

Cynthia M. Parrish Vice President & Assistant --
Secretary

Kim Rainey Vice President --
</TABLE>

10
<PAGE> 121

<TABLE>
<CAPTION>
Position and Positions and
Offices with Offices with
Name Underwriter Registrant
---- ----------- -------------
<S> <C> <C>
Rob Redican Vice President --

Maria Rinehart Vice President --

Steve Smith Vice President --

Kathryn L. Stanton Vice President & Assistant Vice President & Secretary
Secretary

Lori L. White Vice President & Assistant
Secretary

Daniel Spaventa Vice President --

James Dougherty Director of Brokerage Services --
</TABLE>

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940, as amended,
and the rules thereunder are maintained:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records will be maintained at
the offices of Registrant's Custodian:

CoreStates Bank, N.A.
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101

(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records
are maintained at the offices of Registrant's Administrator:

SEI Investments Management Corporation
Oaks, PA 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Adviser:

First Security Investment Management, Inc.
61 South Main Street
Salt Lake City, Utah 84111

11
<PAGE> 122

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

Not Applicable.

12
<PAGE> 123

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 14 to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 14 to its Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Oaks, Commonwealth of
Pennsylvania, on the 28th day of May, 1998.

THE ACHIEVEMENT FUNDS TRUST

By:/s/ Kathryn L. Stanton
--------------------------------
Kathryn L. Stanton
Vice President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 14 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board May 28, 1998
- ------------------------------- and Trustee
Frederick A. Moreton, Jr.

/s/ * Trustee May 28, 1998
- -------------------------------
Robert G. Love

/s/ * Trustee May 28, 1998
- --------------------------------
Carl S. Minden

/s/ * Trustee May 28, 1998
- --------------------------------
August Glissmeyer, Jr.

/s/ * Trustee May 28, 1998
- ---------------------------------
George L. Denton

/s/ * Trustee May 28, 1998
- ---------------------------------
James H. Gardner

/s/* Trustee May 28, 1998
- ---------------------------------
Blaine Huntsman
</TABLE>
<PAGE> 124
<TABLE>
<S> <C> <C>
/s/ * Trustee May 28, 1998
- ---------------------------------
Kent H. Murdock

/s/ Jeffrey Fries Treasurer and Principal May 28, 1998
- --------------------------------- Financial Officer
Jeffrey Fries

* By:/s/ Kathryn L. Stanton
--------------------------
Kathryn L. Stanton
Attorney In Fact
</TABLE>
<PAGE> 125

THE ACHIEVEMENT FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 14

EXHIBIT LIST

<TABLE>
<S> <C>
1 (c) CERTIFICATE OF DESIGNATION OF SHARES

9 (g) AMENDMENT AGREEMENT DATED MARCH 30, 1998

11(a) CONSENT OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP

11(b) CONSENT OF DELOITTE & TOUCHE LLP

17 FINANCIAL DATA SCHEDULES
</TABLE>

<PAGE> 1

Exhibit 1(c)

CERTIFICATE OF
DESIGNATION OF CLASS B SHARES

This Certificate of Designation of Class B Shares (the
"Certificate"), is adopted on this 6th day of February, 1998, by the
undersigned Trustees of The Achievement Funds Trust (the "Trust").

Pursuant to the authority conferred upon the Trustees by
Section 4.1 of the Amended and Restated Master Trust Agreement of the Trust
dated October 7, 1994 (the "Master Trust Agreement"), there are hereby
established and designated Class B Shares for each of the following Sub-Trusts
of the Trust: Equity Fund; Balanced Fund; Municipal Bond Fund and Idaho
Municipal Bond Fund.

The Class B Shares are hereby designated as having those
rights and preferences which are described in Article IV of the Master Trust
Agreement and any such other rights and preferences as the Trustees may specify
by resolution.

Upon execution, this Certificate shall have the status of an
amendment to the Master Trust Agreement.

IN WITNESS WHEREOF, the undersigned Trustees have executed
this Certificate as of the date first set forth above.

/s/ Frederick A. Moreton, Jr. /s/ Robert G. Love
- -------------------------------- ------------------------------
Frederick A. Moreton, Jr. Robert G. Love

/s/ August Glissmeyer, Jr. /s/ Carl S. Minden
- -------------------------------- ------------------------------
August Glissmeyer, Jr. Carl S. Minden

/s/ George L. Denton, Jr. /s/ James H. Gardner
- -------------------------------- ------------------------------
George L. Denton, Jr. James H. Gardner

/s/ Blaine Huntsman /s/ Kent H. Murdock
- -------------------------------- ------------------------------
Blaine Huntsman Kent H. Murdock

<PAGE> 1

Exhibit 9(g)

AMENDMENT AGREEMENT

AMENDMENT AGREEMENT dated as of March 30, 1998 (this
"Amendment Agreement") to the Credit Agreement dated as of October 11, 1995, as
amended by Amendment Agreement dated as of October 10, 1996 and as further
amended by Amendment Agreement dated as of October 9, 1997 (as amended, the
"Original Credit Agreement") between THE ACHIEVEMENT FUNDS TRUST, a business
trust formed under the laws of the Commonwealth of Massachusetts and a
registered investment company under the Investment Company Act of 1940, as
amended (the "Fund"), on behalf of each of the investment portfolios listed on
Schedule l thereto (each an "Original Borrower" and collectively the "Original
Borrowers"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York State
banking corporation (the "Bank").

The Fund on behalf of the Original Borrowers has requested and
the Bank has provided on the terms and conditions set forth in the Original
Credit Agreement revolving credit loans to the Fund for the respective benefit
of and payable from the respective assets of the Original Borrowers from time
to time prior to October 9, 1996 (the "Original Termination Date") in an
aggregate principal amount not to exceed $10,000,000 at any time outstanding to
all Original Borrowers.

Pursuant to the terms of an Amendment Agreement dated as of
October 10, 1996, the Bank provided a new credit facility to the Original
Borrowers by changing the Original Termination Date to October 9, 1997, and
added the Municipal Bond Fund ("MBF"), a portfolio of the Fund, as a Borrower
under the terms of the Original Credit Agreement, as so amended, for all
purposes.

Pursuant to the terms of an Amendment Agreement dated as of
October 9, 1997, the Bank provided a new credit facility to the Original
Borrowers and MBF (each including MBF, a "Borrower" and collectively the
"Borrowers") by changing the Original Termination Date to October 7, 1998.

The Fund on behalf of the Borrowers has requested the Bank to
amend the Original Credit Agreement (as amended, the "Amended Agreement") to
provide for an increase in the Bank's Commitment by changing the Commitment
from $10,000,000 to $20,000,000 (the "New Commitment").
<PAGE> 2
The Bank is willing to amend the Original Credit Agreement as
set forth in this Amendment Agreement upon the terms and conditions set forth
herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Defined Terms. Except as otherwise defined
herein, terms defined in the Original Credit Agreement and used herein shall
have the meanings given to them in the Original Credit Agreement (except the
term "Borrowers" shall include MBF).

Section 2. Amendments. From and after the Effective
Date:

(a) The term "Commitment" shall be amended to
mean on or before March 30, 1998, $10,000,000, and at all times thereafter,
$20,000,000, as such amount may be reduced from time to time pursuant to
Sections 2.7 and 2.8.

(b) The term "Note" shall be amended to mean, as
to any Borrower, the promissory note of the Fund on behalf of such Borrower,
substantially in the form of Exhibit A hereto, evidencing the obligation of
such Borrower to repay the Loans made to it, as such note may be amended or
restated from time to time.

(c) Exhibits A, B and C to the Original Agreement
shall be amended and restated in their entirety to read as set forth on
Exhibits A, B and C hereto, respectively.

Section 3. Effective Date. This Amendment Agreement
shall become effective on the date (the "Effective Date") all of the following
conditions have been satisfied:

(a) The Bank shall have received a counterpart of
this Amendment Agreement executed by the Fund on behalf of the Borrowers.

(b) The Bank shall have received the Note
executed by the Fund on behalf of each of the Borrowers (as amended by this
Amendment Agreement).

(c) All accrued fees and expenses payable under
the Original Credit Agreement to the Effective Date shall have been paid.

(d) The Bank shall have received the signed
opinion, addressed to it and dated the Effective Date, of Ballard Spahr Andrews
& Ingersoll, LLP, counsel for the Fund and the

2
<PAGE> 3

Borrowers substantially to the matters set forth in the opinion delivered
pursuant to Section 3.1(b) of the Original Agreement.

(e) The Bank shall have received all other
documents as it may reasonably request relating to the existence of the Fund
and the Borrowers, the trust authority for and the validity of this Amendment
Agreement and the Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Bank.

The Bank shall promptly notify the Fund of the Effective Date,
and such notice shall be conclusive and binding on the parties hereto.

Section 4. General.

(a) Representation and Warranties. To induce the Bank to
enter into this Amendment Agreement, the Fund as to itself, and each Borrower
as to itself and as to the Fund, represents and warrants that the
representations and warranties set forth in Section 5 of the Original Credit
Agreement are true on and as of the date hereof, provided that any reference
therein to the Original Credit Agreement shall be deemed a reference to the
Original Credit Agreement as amended by this Amendment Agreement.

(b) Payment of Expenses. Without limiting any amount
payable by any Borrower under Section 8.3 of the Original Credit Agreement or
Section 8.3 of the Amended Agreement, each Borrower shall pay or reimburse the
Bank its Pro Rata Portion of all out- of-pocket expenses and internal charges
of the Bank (including fees and disbursements of counsel and time charges of
attorneys who may be employees of the Bank) in connection with the preparation
and administration of this Amendment Agreement and the Original Credit
Agreement.

(c) No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of the
Original Credit Agreement are and shall remain in full force and effect.

(d) Governing Law; Counterparts. This Amendment
Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.

(e) Counterparts. This Amendment Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

3
<PAGE> 4

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed by their respective authorized officers
on this 30th day of March, 1998, effective as of the day and year first above
written.

THE ACHIEVEMENT FUNDS TRUST
FUND on behalf of the
Portfolios listed below

By: /s/ Kathryn L. Stanton
------------------------

Portfolios:
Equity Fund
Balanced Fund
Intermediate Bond Fund
Short Term Bond Fund
Short Term Municipal Bond
Fund
Idaho Municipal Bond Fund
Municipal Bond Fund

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By: /s/ Maria Dell'Aquila
--------------------------
Maria Dell'Aquila
Vice President

<PAGE> 1

Exhibit (11)(a)

CONSENT

We hereby consent to the use of our name under the caption
"Counsel" in the Prospectus and under the caption "Counsel to the Trust" in the
Statement of Additional Information contained in Post-Effective Amendment No.
14 to the Registration Statement on Form N-1A of The Achievement Funds Trust
(Registration No. 33-26205) filed under the Securities Act of 1933 and
Amendment No. 14 under the Investment Company Act of 1940.

/s/ Ballard Spahr Andrews & Ingersoll, LLP
-------------------------------------------
Ballard Spahr Andrews & Ingersoll, LLP

May 28, 1998

<PAGE> 1

EXHIBIT 11(b)

CONSENT OF INDEPENDENT AUDITORS

The Achievement Funds Trust:

We consent to the incorporation by reference in Post-Effective Amendment No. 14
to Registration Statement No. 33-26205 of our report dated March 20, 1998
appearing in the Annual Report to Shareholders-January 31, 1998 and to the
reference to us under the caption "Financial Highlights" appearing in the
Prospectuses, which are a part of such Registration Statement.

/s/ Deloitte & Touche LLP
- -------------------------------
DELOITTE & TOUCHE LLP
Princeton, New Jersey
May 27, 1998

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
<SERIES>
<NUMBER> 040
<NAME> EQUITY RETAIL CLASS
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> JAN-31-1998
<INVESTMENTS-AT-COST> 149550
<INVESTMENTS-AT-VALUE> 205168
<RECEIVABLES> 0
<ASSETS-OTHER> 88
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 205256
<PAYABLE-FOR-SECURITIES> 0
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<CIK> 0000844209
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</TABLE>

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<CIK> 0000844209
<NAME> ACHIEVEMENT
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</TABLE>

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<CIK> 0000844209
<NAME> ACHIEVEMENT
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<NAME> BALANCED RETAIL CLASS
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
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<NAME> INTERMEDIATE TERM BOND CLASS A
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
<SERIES>
<NUMBER> 061
<NAME> INTERMEDIATE TERM BOND CLASS B
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
<SERIES>
<NUMBER> 070
<NAME> SHORT TERM BOND RETAIL CLASS
<MULTIPLIER> 1000

<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
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<NAME> SHORT TERM BOND INSTITUTIONAL CLASS
<MULTIPLIER> 1000

<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
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<NAME> SHORT TERM MUNICIPAL BOND INSTITUTIONAL CLASS
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000844209
<NAME> ACHIEVEMENT
<SERIES>
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<NAME> SHORT TERM MUNICIPAL BOND RETAIL CLASS
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<S> <C>
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